Exhibit 10.1
PURCHASE AND SALE AGREEMENT
BETWEEN
XXXXXXX X. XXXXXXX
AND
LIBERTY DIVERSIFIED HOLDINGS, INC.
TABLE OF CONTENTS
ARTICLE 1
SALE AND PURCHASE OF THE SHARES
1.1 Issuance of the Shares. . . . . . . . . . . . . . . . . . . . . . .1
1.2 Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.2.1 Buyer Assumption of Assets and Liabilities . . . . . . . . . . . .1
1.2.2 Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . .1
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2 Representations and Warranties of the Parties . . . . . . . . . . .2
2.1 Organization, Standing, Power . . . . . . . . . . . . . . . . . . .2
2.2 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
2.3 Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
2.4 Series A Preferred Shares . . . . . . . . . . . . . . . . . . . . .3
2.5 Restricted Securities . . . . . . . . . . . . . . . . . . . . . . .3
2.6 Governmental Consents . . . . . . . . . . . . . . . . . . . . . . .3
2.7 Liabilities of eWorldMedia . . . . . . . . . . . . . . . . . . . .4
2.8 Absence of Changes. . . . . . . . . . . . . . . . . . . . . . . . .4
2.9 Patents and Trademarks. . . . . . . . . . . . . . . . . . . . . . .4
2.10 Certain Agreements. . . . . . . . . . . . . . . . . . . . . . . . .4
2.11 Compliance with Other Instruments . . . . . . . . . . . . . . . . .5
2.12 Employee Benefit Plans. . . . . . . . . . . . . . . . . . . . . . .5
2.13 Other Personal Property . . . . . . . . . . . . . . . . . . . . . .5
2.14 Properties and Liens. . . . . . . . . . . . . . . . . . . . . . . .6
2.15 Major Contracts . . . . . . . . . . . . . . . . . . . . . . . . . .6
2.16 Assignment of Contracts . . . . . . . . . . . . . . . . . . . . . .6
2.17 Questionable Payments . . . . . . . . . . . . . . . . . . . . . . .6
2.18 Recent Transactions . . . . . . . . . . . . . . . . . . . . . . . .6
2.19 Leases in Effect. . . . . . . . . . . . . . . . . . . . . . . . . .6
2.20 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
2.21 Disputes and Litigation . . . . . . . . . . . . . . . . . . . . . .6
2.22 Compliance with Laws. . . . . . . . . . . . . . . . . . . . . . . .7
2.23 Related Party Transactions. . . . . . . . . . . . . . . . . . . . .7
2.24 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
2.25 Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
2.26 Reliance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
ARTICLE 3
CONDITIONS PRECEDENT
3.1 Conditions to Each Party's Obligations. . . . . . . . . . . . . . .8
3.2 Conditions to Seller's Obligations. . . . . . . . . . . . . . . . .8
3.3 Conditions to Buyer's Obligations . . . . . . . . . . . . . . . . .8
ARTICLE 4
CLOSING AND DELIVERY OF DOCUMENTS
4.1 Time and Place. . . . . . . . . . . . . . . . . . . . . . . . . . .9
4.2 Deliveries by Seller. . . . . . . . . . . . . . . . . . . . . . . .9
4.3 Deliveries by Buyer . . . . . . . . . . . . . . . . . . . . . . . 19
ARTICLE 5
INDEMNIFICATION
5.1 Seller's Indemnity Obligations. . . . . . . . . . . . . . . . . . 10
5.2 Buyer's Indemnity Obligations . . . . . . . . . . . . . . . . . . 10
ARTICLE 6
DEFAULT, AMENDMENT AND WAIVER
6.1 Default.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
6.2 Waiver and Amendment. . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE 7
MISCELLANEOUS
7.1 Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.2 Notices.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.3 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . 12
7.4 Survival of Representations . . . . . . . . . . . . . . . . . . . 12
7.5 Incorporated by Reference . . . . . . . . . . . . . . . . . . . . 12
7.6 Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . 12
7.7 Execution of Additional Documents.. . . . . . . . . . . . . . . . 12
7.8 Finders' and Related Fees.. . . . . . . . . . . . . . . . . . . . 12
7.9 Governing Law.. . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.10 Forum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.11 Professional Fees . . . . . . . . . . . . . . . . . . . . . . . . 12
7.12 Binding Effect and Assignment . . . . . . . . . . . . . . . . . . 13
7.13 Counterparts; Facsimile Signatures. . . . . . . . . . . . . . . . 13
7.14 Representation. . . . . . . . . . . . . . . . . . . . . . . . . . 13
Table of Contents
Table of Schedules and Exhibits
Exhibit B Seller Disclosure Schedule
Schedule 1.2.1 Assets and Liabilities of Seller
Schedule 2.18 Contracts to be Assigned to Buyer
Certificate of Xxxxxxx X. Xxxxxxx (Buyer)
Certificate of Chief Executive Officer of Seller
Directors Resolution of Seller
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement"), dated and
effective as of March 25, 2006, is by and between XXXXXXX X. XXXXXXX, an
individual, ("Buyer"), and LIBERTY DIVERSIFIED HOLDINGS, INC., a Nevada
corporation ("Seller") (collectively, the "Parties").
R E C I T A L S
A. WHEREAS, Seller wishes to sell its 100% wholly owned
subsidiary eWorldMedia, Inc., a Nevada corporation ("eWorldMedia")
consisting of 100,000,000 authorized shares of Common Stock, $0.001 par
value, of which 12,656,000 shares of Common Stock are currently issued
and outstanding ("eWorldMedia Shares").
B. WHEREAS, Buyers wishes to purchaser 100% of the capital
stock of eWorldMedia.
C. Upon the terms and conditions set forth below, Seller
desires to sell all of the eWorldMedia Shares to Buyer, such that,
following such transaction, eWorldMedia will be 100% owned by Buyer.
NOW, THEREFORE, in consideration of the mutual covenants,
agreements, representations and warranties contained in this Agreement, the
Parties hereto agree as follows:
ARTICLE 1
SALE AND PURCHASE OF THE SHARES
1.1 Issuance of the Shares. Subject to the terms and conditions
herein set forth, and on the basis of the representations, warranties and
agreements herein contained, Seller shall sell and transfer to Buyer that
certain number of eWorldMedia Shares that will constitute 100% of the
issued and outstanding common stock of Seller.
1.2 Consideration. In consideration for this Agreement, the
Parties shall provide the following:
1.2.1 Buyer Assumption of Assets and Liabilities.
Beginning upon the Closing (as defined below), Buyer will assume all assets
and liabilities of eWorldMedia. Assets and liabilities of eWorldMedia
known to Seller shall be listed on Schedule 1.2.1 by Seller. CURRENT
LIABILITIES OF EWORLDMEDIA TOTAL APPROXIMATELY 1.6 MILLION DOLLARS AND
CURRENT ASSETS OF EWORLDMEDIA ARE NEGLIGIBLE. BUYER HEREBY EXPRESSLY
ASSUMES ALL LIABILITIES AND INDEBTEDNESS OF EWORLDMEDIA WITHOUT EXCEPTION.
1.2.2 Consideration. The aggregate cash consideration
for the purchase for the total number of issued and outstanding shares of
WorldMedia shall be $50,000. In addition, as further consideration, the
Buyer agrees to transfer and convey two million shares of Series A
Convertible Preferred stock of the Seller ("Series A Preferred Shares")
and to deliver a certificate(s) representing and evidencing the Series A
Preferred Shares, duly endorsed for transfer or accompanied by stock
powers duly executed by the Buyer to the Seller at the Closing (defined
below). The cash and Series A Preferred Shares shall hereinafter be
referred to collectively as the "Purchase Price." Upon the date of this
Agreement, Buyer shall pay Seller, by wire transfer or immediately
available funds, an initial deposit in the amount of $43,000. The balance
of the Purchase Price shall be due and payable to Seller upon the Closing.
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ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2 Representations and Warranties of the Parties. The Parties
represent and warrant each to the other, as of the date hereof and as of
the Closing, as follows:
2.1 Organization, Standing, Power.
2.1.1 Buyer. Buyer represents to the Seller that Buyer
is an experienced investor and is acquiring the Shares for investment and
not with a view to, or for resale in connection with, any distribution
thereof. Accordingly, Buyer will not sell, assign or transfer the Shares
unless they are either registered under the Act or an exemption from such
registration is available. FURTHER, BUYER CURRENTLY SERVES AS PRESIDENT AMD
DIRECTOR AND WAS A FOUNDER OF EWORLDMEDIA AND HEREBY REPRESENTS AND
ACKNOWLEDGES THAT BUYER IS FAMILIAR WITH EWORLDMEDIA, ITS OPERATIONS, AND
CURRENT ASSETS AND LIABILITIES BUYER FURTHER REPRESENTS THAT IT HAS MADE
ITS OWN INDEPENDENT INVESTIGATION OF EWORLDMEDIA AND IS NOT RELYING UPON
ANY REPRESENTATIONS OF SHARE WORTH, POTENTIAL PROFITABILITY OR SIMILAR
REPRESENTATIONS OF THE SELLER. Buyer further represents that it has been
afforded an opportunity to review all information, books and records,
including accounting and financial records, of eWorldMedia, as well as the
opportunity to ask questions of Sellers accountants, and is making an
informed independent investment decision. Finally, Buyer is an "accredited
investor" (as such term is defined in Rule 501(a) of the Act) and is
purchasing the Shares in the capacity of an accredited investor.
2.1.2 Seller. Seller is a corporation duly organized,
validly existing, and in good standing under the laws of the state of
Nevada. It has all requisite corporate power, franchises, licenses,
permits, and authority to own its properties and assets and to carry on its
business as it has been and is being conducted. Seller is duly qualified
and in good standing to do business in each jurisdiction in which a failure
to so qualify would have a Material Adverse Effect (as defined above) on
Seller. For purposes of this Agreement, the term "Material Adverse Effect"
means any change or effect that, individually or when taken together with
all other such changes or effects which have occurred prior to the date of
determination of the occurrence of the Material Adverse Effect, is or is
reasonably likely to be materially adverse to the business, assets
(including intangible assets), financial condition, or results of
operations of the entity.
2.2 Authority. The Parties have all requisite power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery by the Parties of this
Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by all necessary action on the parts of the Parties,
including the approval of the Board of Directors of each Party that is a
corporation. This Agreement has been duly executed and delivered by the
Parties to each other and constitutes a valid and binding obligation of
each Party enforceable in accordance with its terms, except that such
enforceability may be subject to: (a) bankruptcy, insolvency,
reorganization, or other similar laws relating to enforcement of creditors'
rights generally; and (b) general equitable principles. Subject to the
satisfaction of the conditions set forth in Article 3 below, the execution
and delivery of this Agreement do not, and the consummation of the
transactions contemplated hereby will not, conflict with or result in any
violation of, or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancellation, or
acceleration of any obligation, or to loss of a material benefit under, or
the creation of a lien, pledge, security interest, charge, or other
encumbrance on any assets of any of the Parties (any such conflict,
violation, default, right, loss, or creation being referred to herein as a
"Violation") pursuant to: (i) any provision of the organization documents
of the Parties; or (ii) any loan or credit agreement, note, bond,
mortgage, indenture, contract, lease, or other agreement, or instrument,
permit, concession, franchise, license, judgment, order, decree, statute,
law, ordinance, rule, or regulation applicable to each of the Parties'
respective properties or assets, other than in the case of any such
Violation which individually or in the aggregate would not have a Material
Adverse Effect on any of the Parties.
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2.3 Resignation. Upon Closing, Buyer hereby agrees to
resign from his positions as Director, Acting Chief Financial Officer, Vice
President and Secretary of Seller.
2.4 Series A Preferred Shares. On the terms and subject to all
of the conditions specified by the provisions of this Agreement and upon
the performance by each of the Parties of their respective obligations
created by the provisions of this Agreement, Buyer hereby forever and
irrevocably sells, assigns, transfers, surrenders, conveys, delivers, and
sets over to the Seller for value and consideration hereby received, and
Seller hereby redeems from the Buyer, the Series A Preferred Shares by the
Buyer surrendering and delivering to the Seller the certificates
representing and evidencing the Series A Preferred Shares, duly endorsed
for transfer or accompanied by stock powers duly executed by the Buyer.
Buyer hereby represents and warrants to the Seller and covenants with the
Seller the following (1) Buyer is the owner, free and clear of any
encumbrances, of the Series A Preferred Shares and Buyer has full and
complete rights and authorities to transfer, sell, surrender, assign, and
convey the Series A Preferred Shares to the Seller; (2) Buyer has not
incurred any liability to any broker, finder or agent for any brokerage
fees, finder's fees or commissions with respect to the redemption of the
Series A Preferred Shares; and (34) the surrender by the Buyer to the
Seller of the Series A Preferred Shares is made freely and voluntarily by
the Buyer and Buyer is selling and surrendering the Series A Preferred
Shares to the Seller, is not acting under fraud, duress, menace or undue
influence.
2.5 Restricted Securities.
2.5.1 Seller. The capital stock of eWorldMedia consists
of 100,000,000 authorized shares of Common Stock, $0.001 par value.
2.5.2 Upon issuance pursuant to the terms of this
Agreement, the eWorldMedia Shares will be duly and validly issued, fully
paid and nonassessable, and issued in accordance with the registration or
qualification provisions of the Securities Act of 1933, as amended (the
"Act"), and any relevant state securities laws or pursuant to valid
exemptions therefrom. The eWorldMedia Shares shall be issued in a private
transaction and consequently will be deemed to be "Restricted Securities"
as set forth in Rule 144 promulgated under the Act.
2.6 Governmental Consents. Any consents, approvals, orders, or
authorizations of or registrations, qualifications, designations,
declarations, or filings with or exemptions by (collectively "Consents"),
any court, administrative agency, or commission, or other federal, state,
or local governmental authority or instrumentality, whether domestic or
foreign (each a "Governmental Entity"), which may be required by or with
respect to any of the Parties in connection with the execution and delivery
of this Agreement or the consummation by the Parties of the transactions
contemplated hereby, except for such Consents which if not obtained or made
would not have a Material Adverse Effect on any of the Parties for the
transactions contemplated by this Agreement, are the responsibility of the
respective Party. Each of the Parties hereby represents and warrants that
such Consents have been obtained by them, if necessary.
2.7 Liabilities of eWorldMedia. BUYER HEREBY EXPRESSLY AND
WITHOUT EXCEPTION ASSUMES ALL CURRENT LIABILITIES AND INDEBTEDNESS OF
EWORLDMEDIA, INCLUDING BUT NOT LIMITED TO ALL LIENS, CONTRACTUAL
OBLIGATIONS, STATE AND FEDERAL TAXES, PAYROLL TAXES, LABOR BOARD JUDGMENTS,
ALL OTHER STATE AND FEDERAL JUDGEMENTS, ACCOUNTS PAYABLE, NOTES PAYABLE,
PAYROLL PAYABLE AND ALL OTHER MONIES OR OBLIGATIONS CURRENTLY OWED, SOME OF
WHICH MAY NOT BE ACCURATELY REFLECTED IN THE ATTACHED SCHEDULE OF
LIABIITIES.
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2.8 Absence of Changes. To the best of their knowledge and
belief, since December 31, 2005, the Parties have conducted their
businesses in the ordinary course and there has not been: (i) any Material
Adverse Effect on the business, financial condition, liabilities, or assets
of the Parties or any development or combination of developments of which
management of the Parties has knowledge which is reasonably likely to
result in such an effect; (ii) any damage, destruction, or loss, whether or
not covered by insurance, having a Material Adverse Effect on the Parties;
(iii) any declaration, setting aside or payment of any dividend or other
distribution (whether in cash, stock, or property) with respect to the
capital stock of the Parties; (iv) any increase or change in the
compensation or benefits payable or to become payable by the Parties to any
of their employees, except in the ordinary course of business consistent
with past practice; (v) any sale, lease, assignment, disposition, or
abandonment of a material amount of property of the Parties, except in the
ordinary course of business; (vi) any increase or modification in any
bonus, pension, insurance, or other employee benefit plan, payment, or
arrangement made to, for, or with any of their employees; (vii) the
granting of stock options, restricted stock awards, stock bonuses, stock
appreciation rights, and similar equity based awards; (viii) any
termination of employment of any office of the Parties; and the Parties, to
the best of their knowledge, do not know of the impending termination of
employment of any such office; (ix) any merger or consolidation with
another entity, or acquisition of assets from another entity except in the
ordinary course of business; (x) any loan or advance by the Parties to any
person or entity, or guaranty by the Parties of any loan or advance; (xi)
any amendment or termination of any contract, agreement, or license to
which any of the Parties is a party, except in the ordinary course of
business; (xii) any mortgage, pledge, or other encumbrance of any asset of
any of the Parties; (xiii) any waiver or release of any right or claim of
the Parties, except in the ordinary course of business; (xiv) any write off
as uncollectible any note or account receivable or portion thereof; or (xv)
any agreement by any of the Parties to do any of the things described in
this Section 2.9.
2.9 Patents and Trademarks. The Parties each have sufficient
title and ownership of all patents, trademarks, service marks, trade names,
copyrights, trade secrets, information, proprietary rights, and processes
(collectively, "Intellectual Property") necessary for their businesses as
now conducted without any conflict with or infringement of the rights of
others. There are no outstanding options, licenses, or agreements of any
kind relating to the Intellectual Property, nor are any of the Parties
bound by or a party to any options, licenses, or agreements of any kind
with respect to the Intellectual Property of any other person or entity.
None of the Parties has received any communications alleging that they have
violated or, by conducting their businesses as proposed, would violate any
of the Intellectual Property of any other person or entity. None of the
Parties are aware that any of their employees is obligated under any
contract (including licenses, covenants, or commitments of any nature) or
other agreement, or subject to any judgment, decree, or order of any court
or administrative agency, that would interfere with the use of his or her
best efforts to promote the interests of the Parties or that would conflict
with each of the Parties' respective business as proposed to be conducted.
Neither the execution or delivery of this Agreement, nor the carrying on of
each of the Parties' respective business by their respective employees, nor
the conduct of each of the Parties' respective business as proposed, will,
to the best of the Parties' knowledge, conflict with or result in a breach
of the terms, conditions or provisions of, or constitute a default under,
any contract, covenant, or instrument under which any of such employees is
now obligated. None of the Parties believe that it is or will be necessary
to utilize any inventions of any of its employees (or people it currently
intends to hire) made prior to their employment by any of the Parties.
2.10 Certain Agreements. To the best of the Parties' knowledge
and belief, neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will: (i) result in
any payment (including, without limitation, severance, unemployment
compensation, parachute payment, bonus, or otherwise), becoming due to any
director, employee, or independent contractor of any of the Parties, from
any other Party under any agreement or otherwise; (ii) materially increase
any benefits otherwise payable under any agreement; or (iii) result in the
acceleration of the time of payment or vesting of any such benefits.
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2.11 Compliance with Other Instruments. To the best of the
Parties' knowledge and belief, none of the Parties are in violation or
default of any provision of their respective articles of incorporation or
bylaws, or of any instrument, judgment, order, writ, decree, or contract to
which they are a party or by which they are bound, or, to the best of their
knowledge, of any provision of any federal or state statute, rule, or
regulation which may be applicable to them. The execution, delivery, and
performance of this Agreement and the consummation of the transactions
contemplated hereby will not result in any such violation or be in conflict
with or constitute, with or without the passage of time and giving of
notice, either a default under any such provision, instrument, judgment,
order, writ, decree, or contract, or an event that results in the creation
of any lien, charge, or encumbrance upon any assets of any Party or the
suspension, revocation, impairment, forfeiture, or nonrenewal of any
material permit, license, authorization, or approval applicable to any
Party, its businesses, or operations, or any of its assets or properties.
2.12 Employee Benefit Plans. The Parties have no employee
benefit plans (including without limitation all plans which authorize the
granting of stock options, restricted stock, stock bonuses, or other equity
based awards) covering active, former, or returned employees.
.
2.13 Other Personal Property. The books and records of each of
the Parties contain a complete and accurate description, and specify the
location, of all trucks, automobiles, machinery, equipment, furniture,
supplies, and other tangible personal property owned by, in the possession
of, or used by the Parties in connection with their businesses. No
personal property used by the Parties in connection with their businesses
is held under any lease, security agreement, conditional sales contract, or
other title retention or security arrangement.
2.14 Properties and Liens. BUYER HEREBY EXPRESSLY ASSUMES ANY
AND ALL LIENS WHICH MAY ENCUMBER THE PROPERTIES OR ASSETS OF EWORLDMEDIA.
2.15 Major Contracts. None of the Parties is a party or subject
to:
2.15.1 Any union contract, or any employment contract or
arrangement providing for future compensation, written or oral, with any
officer, consultant, director, or employee which is not terminable by the
Party on 30 days' notice or less without penalty or obligations to make
payments related to such termination;
2.15.2 Any joint venture contract, partnership agreement
or arrangement or any other agreement which has involved or is expected to
involve a sharing of revenues with other persons or a joint development of
products with other persons;
2.15.3 Any manufacture, production, distribution, sales,
franchise, marketing, or license agreement, or arrangement by which
products or services of the Party are developed, sold, or distributed;
2.15.4 Any material agreement, license, franchise,
permit, indenture, or authorization which has not been terminated or
performed in its entirety and not renewed which may be, by its terms,
accelerated, terminated, impaired, or adversely affected by reason of the
execution of this Agreement, or the consummation of the transactions
contemplated hereby or thereby;
2.15.5 Any material agreement, contract, or commitment
that requires the consent of another person for the Party to enter into or
consummate the transactions contemplated by this Agreement;
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2.15.6 Except for object code license agreements for any
of the Party's executed in the ordinary course of business, any
indemnification by the Party with respect to infringements of proprietary
rights; or
2.15.7 Any contract containing covenants purporting to
materially limit the Party's freedom to compete in any line of business in
any geographic area.
All contracts, plans, arrangements, agreements, licenses,
franchises, permits, indentures, authorizations, instruments, and other
commitments of the Parties are valid and in full force and effect and to
the best of their knowledge, neither the Parties themselves nor any other
party thereto, breached any material provisions of, or is in default in any
material respect under the terms thereof.
2.16 Assignments of Contracts. Seller shall use its best
efforts to assign the contracts listed on Schedule 2.18 to Buyer within 120
days after the Closing date. THE VALIDITY OF THIS AGREEMENT IS NOT IN
ANY WAY CONTINGENT UPON THE SUCCESSFUL ASSIGNMENT OF SAID CONTRACTS. BUYER
UNDERSTANDS THAT SELLER MAY BE UNABLE TO ASSIGN SAID CONTRACTS TO BUYER.
2.17 Questionable Payments. None of the Parties, nor to their
knowledge any director, officer, employee, or agent of any of the Parties,
has: (i) made any payment or provided services or other favors in the
United States or any foreign country in order to obtain preferential
treatment or consideration by any Governmental Entity with respect to any
aspect of the business of the Parties; or (ii) made any political
contributions that would not be lawful under the laws of the United States,
any foreign country or any jurisdiction within the United States or any
foreign country. None of the Parties, nor to their knowledge any director,
officer, employee, or agent of any of the Parties, has been or is the
subject of any investigation by any Governmental Entity in connection with
any such payment, provision of services, or contribution.
2.18 Recent Transactions. None of the Parties, nor to their
knowledge any director, officer, employee, or agent of any of the Parties,
is participating in any discussions and do not intend to engage in any
discussion: (i) with any representative of any corporation or corporations
regarding the consolidation or merger of any of the Parties with or into
any such corporation or corporations; (ii) with any corporation,
partnership, association, or other business entity or any individual
regarding the sale, conveyance, or disposition of all or substantially all
of the assets of the Parties or a transaction or series of related
transactions in which more than 50% of the voting power of any of the
Parties is disposed of; or (iii) regarding any other form of acquisition,
liquidation, dissolution, or winding up of the Parties.
2.19 Leases in Effect. All real property leases and subleases as
to which any of the Parties is a party and any amendments or modifications
thereof (each a "Lease" and, collectively, the "Leases") are valid, in full
force and effect and enforceable, and there are no existing defaults on the
part of any Party and no Party has received nor given notice of default or
claimed default with respect to any Lease, nor is there any event that with
notice or lapse of time, or both, would constitute a default thereunder.
No consent is required from any Party under any Lease in connection with
the completion of the transactions contemplated by this Agreement, and none
of the Parties have received notice that any party to any Lease intends to
cancel, terminate, or refuse to renew the same or to exercise any option or
other right thereunder, except where the failure to receive such consent,
or where such cancellation, termination, or refusal would not have a
Material Adverse Effect on the Parties.
2.20 Taxes. BUYER HERBY EXPRESSLY ASSUMES ALL TAXES,
ASSESSMENTS, FEES, PENALTIES, INTEREST AND OTHER GOVERNMENTAL CHARGES
OUTSTANDING OF EWORLDMEDIA.
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2.21 Disputes and Litigation. BUYER HEREBY EXPRESSLY ASSUMES
ANY AND ALL SUITS, CLAIMS, ACTION, LITIGATION, PENDING OR THREATENED
AGAINST OR AFFECTING EWORLDMEDIA OR ANY OF ITS PROPERTIES, ASSETS, OR
BUSINESS IN ANY COURT OR BEFORE ANY ARBITRATOR OF ANY KIND OR BEFORE OR BY
ANY GOVERNMENTAL ENTITY, WHICH WOULD, IF ADVERSELY DETERMINED, INDIVIDUALLY
OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT ON THE BUYER,; ANY AND
ALL JUDGMENTS, DECREE, S INJUNCTIONS, RULES, OR ORDERS OF ANY GOVERNMENTAL
ENTITY OR ARBITRATOR OUTSTANDING AGAINST EWORLDMEDIA AND HAVING, OR WHICH,
INSOFAR AS REASONABLY CAN BE FORESEEN, IN THE FUTURE COULD HAVE, ANY SUCH
EFFECT; AND ANY PENDING OR THREATENED ACTIONS AGAINST EWORLDMEDIA BEFORE
ANY FOREIGN, FEDERAL, STATE, MUNICIPAL, OR OTHER GOVERNMENTAL DEPARTMENT,
COMMISSION, BOARD, BUREAU, AGENCY, INSTRUMENTALITY, OR OTHER GOVERNMENTAL
ENTITY.
2.22 Compliance with Laws. To the best of their knowledge and
belief, none of the Parties' businesses is being conducted in violation of,
or in a manner which could cause liability under any applicable law, rule,
or regulation, judgment, decree, or order of any Governmental Entity,
except for any violations or practices, which, individually or in the
aggregate, have not had and will not have a Material Adverse Effect on the
Parties. The Parties each have all franchises, permits, licenses, and any
similar authority necessary for the conduct of their business as now being
conducted by them, the lack of which could materially and adversely affect
the business, properties, prospects, or financial condition of the Parties
and believes they can obtain, without undue burden or expense, any similar
authority for the conduct of their business as it is planned to be
conducted. To the best of their respective knowledge and belief, none of
the Parties are in default in any material respect under any of such
franchises, permits, licenses, or other similar authority.
2.23 Related Party Transactions. To the best of each of the
Parties' knowledge and belief, no employee, officer, or director of any
Party nor member of his or her immediate family is indebted to that Party
or any other Party, nor is any Party indebted (or committed to make loans
or extend or guarantee credit) to any of them. To the best of each of the
Parties' knowledge, none of such persons has any direct or indirect
ownership interest in any firm or corporation with which any of the Parties
is affiliated or with which any of the Parties has a business relationship,
or any firm or corporation that competes with the Parties, except that
employees, officers, or directors of the Parties and members of their
immediate families may own stock in publicly traded companies that may
compete with the Parties. To the best knowledge of each of the Parties,
respectively, no member of the immediate family of any officer or director
of any of the Parties is directly or indirectly interested in any material
contract with any of the Parties.
2.24 Insurance. The Parties have or shall obtain fire and
casualty insurance policies, with extended coverage, sufficient in amount
(subject to reasonable deductibles) to allow them to replace any of their
properties that might be damaged or destroyed within 45 days of the
execution of this Agreement.
2.25 Disclosure. No representation or warranty made by any of
the Parties in this Agreement, nor any document, written information,
statement, certificate, or exhibit prepared and furnished or to be prepared
and furnished by the Parties or their representatives pursuant hereto or in
connection with the transactions contemplated hereby, when taken together,
contains any untrue statement of a material fact, or omits to state a
material fact necessary to make the statements or facts contained herein or
therein not misleading in light of the circumstances under which they were
furnished, to the best of each of the Parties' knowledge and belief.
2.26 Reliance. The foregoing representations and warranties are
made by each Party with the knowledge and expectation that the other
Parties are placing reliance thereon.
7
ARTICLE 3
CONDITIONS PRECEDENT
3.1 Conditions to Each Party's Obligations. The respective
obligations of each Party hereunder shall be subject to the satisfaction
prior to or at the Closing of the following conditions:
3.1.1 No Restraints. No statute, rule, regulation,
order, decree, or injunction shall have been enacted, entered, promulgated,
or enforced by any court or Governmental Entity of competent jurisdiction
which enjoins or prohibits the consummation of this Agreement and shall be
in effect.
3.1.2 Legal Action. There shall not be pending or
threatened in writing any action, proceeding, or other application before
any court or Governmental Entity challenging or seeking to restrain or
prohibit the consummation of the transactions contemplated by this
Agreement, or seeking to obtain any material damages.
3.2 Conditions to Seller's Obligations. The obligations of
Seller shall be subject to the satisfaction prior to or at the Closing of
the following conditions unless waived by Seller:
3.2.1 Representations and Warranties of Buyer. The
representations and warranties of Buyer set forth in this Agreement shall
be true and correct as of the date of this Agreement and as of the Closing
as though made on and as of the Closing, except as otherwise contemplated
by this Agreement. Seller shall have received a certificate signed by
Buyer to such effect on the Closing.
3.2.2 Performance of Obligations of Buyer. Buyer shall
have performed all agreements and covenants required to be performed by it
under this Agreement prior to the Closing.
3.3 Conditions to Buyer's Obligations. The obligations of Buyer
shall be subject to the satisfaction prior to or at the Closing of the
following conditions unless waived by Buyer:
3.3.1 Representations and Warranties of Seller. The
representations and warranties of Seller set forth in this Agreement shall
be true and correct as of the date of this Agreement and as of the Closing
as though made on and as of the Closing, except: (i) as otherwise
contemplated by this Agreement; or (ii) in respects that do not have a
Material Adverse Effect on the Parties or on the benefits of the
transactions provided for in this Agreement. Buyer shall have received
certificates signed on behalf of Seller by the Chief Executive Officer or
President of Seller to such effect on the Closing.
3.3.2 Performance of Obligations of Seller. Seller
shall have performed all agreements and covenants required to be performed
by them under this Agreement prior to the Closing, except for breaches that
do not have a Material Adverse Effect on the Parties or on the benefits of
the transactions provided for in this Agreement. Buyer shall have received
a certificate signed on behalf of Seller by the Chief Executive Officer or
President of Seller to such effect on the Closing.
3.3.3 Governmental Approvals. All Consents of
Governmental Entities legally required by Seller for the transactions
contemplated by this Agreement shall have been filed, occurred, or been
obtained, other than such Consents, the failure of which to obtain would
not have a Material Adverse Effect on the consummation of the transactions
contemplated by this Agreement.
3.3.4 Consents of Other Third Parties. Seller shall
have received and delivered to Buyer all requisite consents and approvals
of all lenders, lessors, and other third parties whose consent or approval
is required in order for Seller to consummate the transactions contemplated
by this Agreement, or in order to permit the continuation after the Closing
of the business activities of Seller in the manner such business is
presently carried on by it. Buyer shall have received copies of any
necessary written consent(s) to this Agreement and the transactions
contemplated herein.
8
3.3.5 Material Adverse Change. Since the date hereof
and through Closing, there shall not have occurred any change, occurrence,
or circumstance in Seller having or reasonably likely to have, individually
or in the aggregate, in the reasonable judgment of Buyer, a Material
Adverse Effect on the Parties or on the transactions contemplated by this
Agreement.
ARTICLE 4
CLOSING AND DELIVERY OF DOCUMENTS
4.11 Time and Place. The closing of the transactions
contemplated by this Agreement shall take place at the offices of Seller,
located at 000 Xxxxx Xxxxxxxxx, 00xx Xxxxx, Xxxxx Xxxx, XX 00000 no later
than March 27, 2006 or at such other time and place as the Parties mutually
agree upon in writing (which time and place are hereinafter referred to as
the "Closing").
4.2 Deliveries by Seller. At Closing, Seller shall make the
following deliveries to Buyer:
4.2.1 Stock certificate(s) representing the eWorldMedia
Shares;
4.2.2 A certificate of good standing for eWorldMedia;
4.2.3 A certificate executed by Seller certifying that:
(i) all Seller's representations and warranties under this Agreement are
true as of the Closing, as though each of those representations and
warranties had been made on that date; and (ii) Seller has performed all
agreements and covenants required to be performed by it under this
Agreement prior to the Closing, except for breaches that do not have a
Material Adverse Effect on the Parties or on the benefits of the
transactions provided for in this Agreement;
4.2.4 Certified resolutions of the Board of Directors of
Seller, in form satisfactory to counsel for Buyer, authorizing the
execution and performance of this Agreement;
4.2.5 The minute book and corporate records of
eWorldMedia; and
4.3 Deliveries by Buyer. At Closing, Buyer shall make the
following deliveries to Seller:
4.3.1 A certificate executed by Buyer certifying that:
(i) Buyer's representations and warranties under this Agreement are true
as of the Closing, as though each of those representations and warranties
had been made on that date; and (ii) Buyer has performed all agreements and
covenants required to be performed by it under this Agreement prior to the
Closing, except for breaches that do not have a Material Adverse Effect on
the Parties or on the benefits of the transactions provided for in this
Agreement;
4.3.2 Balance of Purchase Price;
4.3.3 Certificate(s) evidencing the Series A Preferred
Shares certificates representing and evidencing the Series A Preferred
Shares, duly endorsed for transfer or accompanied by stock powers duly
executed by the Buyer.
9
4.3.4 Resignation of Buyer from his positions as
Director, Secretary, Acting Chief Financial Officer and Vice President of
Seller.
ARTICLE 5
INDEMNIFICATION
5.1 Seller's Indemnity Obligations.
5.1.1 Upon receipt of notice thereof, Seller shall
indemnify, defend, and hold harmless Buyer from any and all claims,
demands, liabilities, damages, deficiencies, losses, obligations, costs and
expenses, including attorney fees and any costs of investigation that Buyer
shall incur or suffer, that arise, result from or relate to any breach of,
or failure by Seller to perform, any of their representations, warranties,
covenants, or agreements in this Agreement or in any schedule, certificate,
exhibit, or other instrument furnished or to be furnished by Seller under
this Agreement.
5.1.2 Buyer shall notify promptly Seller of the
existence of any claim, demand, or other matter to which Seller's
indemnification obligations would apply, and shall give it a reasonable
opportunity to defend the same at its own expense and with counsel of its
own selection, provided that Buyer shall at all times also have the right
to fully participate in the defense. If Seller, within a reasonable time
after this notice, fails to defend, Buyer shall have the right, but not the
obligation, to undertake the defense of, and, with the written consent of
Seller, to compromise or settle the claim or other matter on behalf, for
the account, and at the risk, of Seller.
5.2 Buyer's Indemnity Obligations.
5.2.1 Upon receipt of notice thereof, Buyer shall
indemnify, defend, and hold harmless Seller from any and all claims,
demands, liabilities, damages, deficiencies, losses, obligations, costs,
and expenses, including attorney fees and any costs of investigation that
Seller shall incur or suffer, that arise, result from or relate to any
breach of, or failure by Buyer to perform any of its representations,
warranties, covenants, or agreements in this Agreement or in any schedule,
certificate, exhibit, or other instrument furnished or to be furnished by
Buyer under this Agreement.
5.2.2 Seller shall notify promptly Buyer of the
existence of any claim, demand or other matter to which
Buyer's indemnification obligations would apply, and shall give it a
reasonable opportunity to defend the same at its own expense and with
counsel of its own selection, provided that Seller shall at all times also
have the right to fully participate in the defense. If Buyer, within a
reasonable time after this notice, fails to defend, Seller shall have the
right, but not the obligation, to undertake the defense of, and, with the
written consent of Buyer, to compromise or settle the claim or other matter
on behalf, for the account, and at the risk, of Buyer.
10
ARTICLE 6
DEFAULT, AMENDMENT AND WAIVER
6.1 Default. Upon a breach or default under this Agreement by
any of the Parties (following the cure period provided herein), the non-
defaulting party shall have all rights and remedies given hereunder or now
or hereafter existing at law or in equity or by statute or otherwise.
Notwithstanding the foregoing, in the event of a breach or default by any
Party hereto in the observance or in the timely performance of any of its
obligations hereunder which is not waived by the non-defaulting Party, such
defaulting Party shall have the right to cure such default within 60 days
after receipt of notice in writing of such breach or default.
6.2 Waiver and Amendment. Any term, provision, covenant,
representation, warranty, or condition of this Agreement may be waived, but
only by a written instrument signed by the party entitled to the benefits
thereof. The failure or delay of any party at any time or times to require
performance of any provision hereof or to exercise its rights with respect
to any provision hereof shall in no manner operate as a waiver of or affect
such party's right at a later time to enforce the same. No waiver by any
party of any condition, or of the breach of any term, provision, covenant,
representation, or warranty contained in this Agreement, in any one or more
instances, shall be deemed to be or construed as a further or continuing
waiver of any such condition or breach or waiver of any other condition or
of the breach of any other term, provision, covenant, representation, or
warranty. No modification or amendment of this Agreement shall be valid
and binding unless it be in writing and signed by all Parties hereto.
ARTICLE 7
MISCELLANEOUS
7.1 Expenses. Whether or not the transactions contemplated
hereby are consummated, each of the Parties hereto shall bear all taxes of
any nature (including, without limitation, income, franchise, transfer, and
sales taxes) and all fees and expenses relating to or arising from its
compliance with the various provisions of this Agreement and such party's
covenants to be performed hereunder, and except as otherwise specifically
provided for herein, each of the Parties hereto agrees to pay all of its
own expenses (including, without limitation, attorneys, investment bankers,
and accountants' fees, and printing expenses) incurred in connection with
this Agreement, the transactions contemplated hereby, the negotiations
leading to the same and the preparations made for carrying the same into
effect, and all such taxes, fees, and expenses of the Parties hereto shall
be paid prior to Closing.
7.2 Notices. Any notice, request, instruction, or other
document required by the terms of this Agreement, or deemed by any of the
Parties hereto to be desirable, to be given to any other party hereto shall
be in writing and shall be given by facsimile, personal delivery, overnight
delivery, or mailed by registered or certified mail, postage prepaid, with
return receipt requested, to the following addresses:
TO BUYER: Xxxxxxx X. Xxxxxxx
0000 Xxxxxx Xxxxx
Xxxxxxxxxx xxxxx, XX 00000
Fax:(000) 000-0000
TO SELLER: Liberty Diversified Holdings, Inc.
Attn: Xxxxxx X. Xxxxxxxx
000 Xxxxx Xxxxxxxxx, 00xx Xxxxx
Xxxxx Xxxx, XX 00000
Fax:(000) 000-0000
11
The persons and addresses set forth above may be changed from time to time
by a notice sent as aforesaid. If notice is given by facsimile, personal
delivery, or overnight delivery in accordance with the provisions of this
Section, said notice shall be conclusively deemed given at the time of such
delivery. If notice is given by mail in accordance with the provisions of
this Section, such notice shall be conclusively deemed given seven days
after deposit thereof in the United States mail.
7.3 Entire Agreement. This Agreement, together with the
Schedule and Exhibits hereto, sets forth the entire agreement and
understanding of the Parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements and
understandings related to the subject matter hereof. No understanding,
promise, inducement, statement of intention, representation, warranty,
covenant, or condition, written or oral, express or implied, whether by
statute or otherwise, has been made by any party hereto which is not
embodied in this Agreement, or in the schedules or exhibits hereto or the
written statements, certificates, or other documents delivered pursuant
hereto or in connection with the transactions contemplated hereby, and no
party hereto shall be bound by or liable for any alleged understanding,
promise, inducement, statement, representation, warranty, covenant, or
condition not so set forth.
7.4 Survival of Representations. All representations,
warranties, agreements, and covenants hereunder shall survive the Closing
and remain effective regardless of any investigation or audit at any time
made by or on behalf of the Parties or of any information a party may have
in respect hereto. Consummation of the transactions contemplated hereby
shall not be deemed or construed to be a waiver of any right or remedy
possessed by any party hereto.
7.5 Incorporated by Reference. The schedules, exhibits, and all
documents delivered as part hereof or incident hereto are incorporated as a
part of this Agreement by reference.
7.6 Remedies Cumulative. No remedy herein conferred upon the
Parties is intended to be exclusive of any other remedy and each and every
such remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or in equity or
by statute or otherwise.
7.7 Execution of Additional Documents. Each Party hereto shall
make, execute, acknowledge, and deliver such other instruments and
documents, and take all such other actions as may be reasonably required in
order to effectuate the purposes of this Agreement and to consummate the
transactions contemplated hereby.
7.8 Finders' and Related Fees. Each of the Parties hereto is
responsible for, and shall indemnify the other against, any claim by any
third party to a fee, commission, bonus, or other remuneration arising by
reason of any services alleged to have been rendered to or at the instance
of said party to this Agreement with respect to this Agreement or to any of
the transactions contemplated hereby.
7.9 Governing Law. This Agreement has been negotiated and
executed in the State of California and shall be construed and enforced in
accordance with the laws of such state.
7.10 Forum. Each of the Parties hereto agrees that any action or
suit which may be brought by any party hereto against any other party
hereto in connection with this Agreement or the transactions contemplated
hereby may be brought only in a federal or state court in Orange County,
California.
7.11 Professional Fees. In the event any Party hereto shall
commence legal proceedings against the other to enforce the terms hereof,
or to declare rights hereunder, as the result of a breach of any covenant
or condition of this Agreement, the prevailing party in any such proceeding
shall be entitled to recover from the losing party its costs of suit,
including reasonable attorneys' fees, accountants' fees, and experts' fees.
12
7.12 Binding Effect and Assignment. This Agreement shall inure
to the benefit of and be binding upon the Parties hereto and their
respective heirs, executors, administrators, legal representatives, and
assigns.
7.13 Counterparts; Facsimile Signatures. This Agreement may be
executed simultaneously in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the
same instrument. The Parties agree that facsimile signatures of this
Agreement shall be deemed a valid and binding execution of this Agreement.
7.14 Representation. All Parties to this Agreement have been
given the opportunity to consult with counsel of their choice regarding
their rights under this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement, as of the date first written hereinabove.
BUYER:
XXXXXXX X. XXXXXXX
______________________________________
By: Xxxxxxx X. Xxxxxxx
SELLER:
LIBERTY DIVERSIFIED HOLDINGS, INC.,
a Nevada corporation
______________________________________
By: Xxxxxx X. Xxxxxxxx
Its: CEO
13
SCHEDULE 1.2.1
ASSETS AND LIABILITIES OF SELLER
eWorld Media, Inc.
Assets Liabilities
As of March 24, 2006
Dec 31, 05
--------------
ASSETS
Current Assets
Checking/Savings
Bank of America - 3936 21.89
Bank of America - Comm - 5991 -2.00
Bank of America - Merch - 1467 38.00
Bank of America - Mrkt - 1114 38.00
Bank of America - Payroll- 4404 154.00
Bank of America - Thoroughbred -29.00
Xxxx Xxxx Xxxx - XXX - 00000 22,739.91
--------------
Total Checking/Savings 22,960.80
Accounts Receivable
Accounts Receivable 2,183.46
--------------
Total Accounts Receivable 2,183.46
--------------
Total Current Assets 25,144.26
Fixed Assets
Furniture & Fixtures
Accumulated Depreciation -6,442.70
Furniture & Fixtures - Other 13,275.34
--------------
Total Furniture & Fixtures 6,832.64
Office Equipment
Accumulated Depreciation -23,255.60
Office Equipment - Other 51,291.68
--------------
Total Office Equipment 28,036.08
--------------
Total Fixed Assets 34,868.72
Other Assets
Intangible Assets
Avalon - Commercial Builder
Accum Amortization - Avalon -114,640.00
Avalon - Commercial Builder - Other 114,640.00
--------------
Total Avalon - Commercial Builder 0.00
License Agr - Genesis
Accum Amortization - Genesis -91,667.97
License Agr - Genesis - Other 100,000.00
--------------
Total License Agr - Genesis 8,332.03
--------------
Total Intangible Assets 8,332.03
--------------
Total Other Assets 8,332.03
--------------
TOTAL ASSETS 68,345.01
==============
1
eWorld Media, Inc.
Assets Liabilities
As of March 24, 2006
Dec 31, 05
--------------
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Other Current Liabilities
Notes Payable
N/P - Xxxx Xxx 50,000.00
N/P - Cybertel 4,500.00
N/P - Xxxxx Xxxxxxx 25,000.00
N/P - First Reserve Corp. 14,126.00
N/P - Xxxx Xxxxxx 15,000.00
N/P - Xxxxx Xxxxxx 30,000.00
N/P - Xxxxx Xxxxxxx 262,500.00
N/P - Xxxxxxxx Xxxxxxxxxxx 42,500.00
N/P - Xxxxx Xxxxxxxx 100,000.00
N/P - Xxx Xxxxxxxxx 9,900.00
N/P - Xxx Xxxxxxx 22,000.00
N/P - Xxxx Xxxxx 80,000.00
--------------
Total Notes Payable 655,526.00
Notes Payable - Interest 88,434.62
Other Payables
Other Accounts Payable 252,458.00
--------------
Total Other Payables 252,458.00
Payroll Payable
X. Xxxxxxx 35,000.00
X. Xxxxxxxx 11,850.00
X. Xxxxxx 4,800.00
X. Xxxxx 89,014.28
--------------
Total Payroll Payable 140,664.28
Payroll Tax Liabilities
CA - State Taxes
CA - ETT 170.51
CA - SDI 14,490.16
CA - SUI 5,241.19
CA - Withholding 105,510.76
CA - State Taxes - Other -84,135.00
--------------
Total CA - State Taxes 41,277.62
Federal Taxes
Federal Withholding 43,852.71
FICA 166,833.60
FUTA 388.92
Federal Taxes - Other -109,199.67
--------------
Total Federal Taxes 101,875.56
NC - Withholding -247.54
Payroll Taxes Accrued 257,078.89
--------------
Total Payroll Tax Liabilities 399,984.53
Refunds Payable 18,922.84
--------------
Total Other Current Liabilities 1,555,990.27
--------------
Total Current Liabilities 1,555,990.27
--------------
Total Liabilities 1,555,990.27
==============
2
SCHEDULE 2.18
eWorldMedia, Inc.
Accounts Payable Schedule
Friday, March 24, 2006
Invoice Balance
Vendor Date Description Amount Due
------------------------- --------- ------------------ ----------- ------------
Xxxx'x Xxxx Philadelphia 11/10/04 Services $496.00 $496.00
ADP Proxy Services, Inc 12/03/05 Services $135.73 $135.73
American Computers
Supplies, Inc 03/01/05 Computer Supplies $176.51 $176.51
American Express 07/02/05 Credit Card $198.00
American Express 09/16/05 Services $204.45 $402.45
American Express
- Xxxx Xxxxx Card 12/03/05 Services $95,000.00 $95,000.00
Arrowhead Waters 10/27/04 Services $1,191.45 $1,191.45
AT&T Wireless 11/15/04 Cell Phone $1,010.47
AT&T Wireless 01/30/05 Cell Phone $319.54
AT&T Wireless 03/02/05 Phone Services $610.06
AT&T Wireless 06/14/05 Services $929.73
AT&T Wireless 07/20/05 Phone Services $929.73 $3,799.53
Atrium Hotel 05/03/05 Hotel $4,292.57 $4,292.57
Barter Card 11/30/04 Services $4,315.29 $4,315.29
Certegy Payment
Recovery Services 10/26/05 Xxxxxx Xxxxx $396.80 $396.80
Citizens Conferencing 12/31/04 Services $1.62 $1.62
City of Newport Beach
Revenue Division 08/09/05 Business License $577.00
City of Newport Beach
Revenue Division 10/18/05 Services $740.00 $1,317.00
Coastal Press 08/29/05 Business Cards $249.98
Coastal Press 12/21/05 Business Cards $322.17$572.15
Compliance Filling Center 09/21/05 Services $100.00 $100.00
Department of Revenue 08/30/05 Services $96.11
Department of Revenue 08/31/05 Services $96.43
Department of Revenue 09/22/05 Services $192.22
Department of Revenue 09/22/05 Services $96.30$481.06
DHL Express 08/03/04 Services $91.50
DHL Express 08/17/04 Services $63.01
DHL Express 10/19/04 Services $30.25
DHL Express 10/19/04 Services $14.00
DHL Express 10/19/04 Services $56.67
DHL Express 10/27/04 Services $172.95
DHL Express 11/17/04 Services $246.15
DHL Express 12/29/04 Services $5.00
DHL Express 02/09/05 Services $313.54
DHL Express 02/12/05 Services $298.85
DHL Express 02/15/05 Services $14.00
DHL Express 02/15/05 Services $14.94
DHL Express 02/16/05 Services $97.39
DHL Express 03/09/05 Services $186.63
DHL Express 05/17/05 Services $14.00
DHL Express 06/07/05 Services $60.72
DHL Express 06/15/05 Services $430.20
DHL Express 06/21/05 Services $31.35
DHL Express 06/22/05 Services $60.72
DHL Express 07/06/05 Services $95.67
DHL Express 07/19/05 Services $44.87
DHL Express 07/20/05 Services $155.96
DHL Express 08/02/05 Services $75.95
DHL Express 08/16/05 Services $97.49
DHL Express 09/13/05 Services $48.76
DHL Express 09/14/05 Services $78.21
DHL Express 10/10/05 Services $99.43
DHL Express 10/12/05 Services $35.03
DHL Express 10/24/05 Services $183
DHL Express 10/26/05 Services $14.00 $3,130.10
Digitcom Services, Inc 07/01/05 Services $41.56
Digitcom Services, Inc 08/04/05 Services $62.34 $103.90
Disneyland Resort 04/07/05 Hotel $20,520.02 $20,520.02
FEDEX 07/26/04 Services $39.22
FEDEX 07/28/04 Services $55.97
FEDEX 10/09/04 Services $70.29
FEDEX 10/11/04 Services $27.47
FEDEX 10/18/04 Services $60.41
FEDEX 10/26/04 Services $313.68
FEDEX 11/19/04 Services $76.44
FEDEX 11/29/04 Services $70.29
FEDEX 11/30/04 Services $313.68
FEDEX 12/09/04 Services $49.94
FEDEX 12/09/04 Services $37.48
FEDEX 12/14/04 Services $28.98
FEDEX 12/24/04 Services $28.98
FEDEX 12/24/04 Services $28.98
FEDEX 01/07/05 Services $116.83
FEDEX 01/14/05 Services $66.30
FEDEX 01/31/05 Services $49.03
FEDEX 02/15/05 Services $378.80
FEDEX 02/18/05 Services $26.61
FEDEX 04/25/05 Services $14.48
FEDEX 05/03/05 Services $34.34
FEDEX 06/17/05 Services $43.18
FEDEX 06/27/05 Services $30.68
FEDEX 07/05/05 Services $36.23
FEDEX 09/01/05 Services $18.10
FEDEX 10/07/05 Services $12.94
FEDEX 12/08/05 Services $40.68 $2,070.01
Grand Hyatt New York 06/21/05 Hotel $377.00 $377.00
XXXXXXX.XXX 09/01/05 Services $47.50 $47.50
Interland 12/19/05 Services $2,116.84 $2,116.84
Xxxxxx Xxxxx Hotel 09/14/05 Services $396.80 $396.80
Jel Recording Studios 10/20/04 Studio Time $630.00 $630.00
Xxxxx Xxxxxxx 12/31/05 Office -
Mexico Expenses $41,280.00 $41,280.00
NCO Financial Systems Inc 10/27/05 RE:Venquest $3,996.84
NCO Financial Systems Inc 11/24/05 Grand Hyatt NY $377.00
NCO Financial Systems Inc 12/08/05 Creditor Bank
of America $2,524.55 $6,898.39
Nextel 03/02/05 Phone Services $351.87 $351.87
North Shore Agency, Inc 11/15/05 Fed ex collections $159.13 $159.13
Notice of Tax Assessment
Withholding 06/29/05 $157.93
Notice of Tax Assessment
Withholding 06/29/05 $79.12 $237.05
Pitney Xxxxx 10/11/04 Services $347.04
Pitney Xxxxx 10/21/04 Services $348.61
Pitney Xxxxx 10/29/04 Services $1,000.00
Pitney Xxxxx 11/08/04 Services $351.43
Pitney Xxxxx 11/24/04 Services $353.93 $2,401.01
PlayStream, LLC 02/01/05 Services $47.14
PlayStream, LLC 06/21/05 Services $19.95
PlayStream, LLC 08/02/05 Services $19.95
PlayStream, LLC 09/01/05 Services $51.49
PlayStream, LLC 10/03/05 Services $19.95
PlayStream, LLC 11/02/05 Services $39.90
PlayStream, LLC 12/06/05 Services $59.85
PlayStream, LLC 01/04/06 Services $79.80 $338.03
Property Tax 09/16/05 Taxes $92.89 $92.89
SBC Long Distance 07/03/05 Phone Services $649.57 $649.57
Xxxxxx.xxx 09/24/04 Internet Access $89.75
Xxxxxx.xxx 01/13/05 Services $143.60
Xxxxxx.xxx 07/01/05 Services $17.95 $251.30
Southern California
Edison 05/11/05 Utility $382.90 $382.90
Sprint 11/03/05 Phone Services $683.00
Sprint PCS 03/24/05 $1,411.16 $2,094.16
State of California
Franchise Tax Board 11/17/04 Unpaid Liability on
LL Company's account $144.73
State of California
Franchise Tax Board 12/02/04 Unpaid Liability on
LL Company's account $46.82 $191.55
TCG Payphone 08/19/05 Services $543.96 $543.96
Tejas American General
Agency 03/01/05 Services $49.99 $49.99
TelePacific 01/31/05 Phone Services $1,794.80
TelePacific 02/03/05 Phone Services $835.23
TelePacific 02/28/05 Phone Services $2,743.26
TelePacific 07/26/05 Telephone $2,833.99
TelePacific 07/31/05 Services $3,795.11
TelePacific 08/31/05 Services $2,031.30
TelePacific 09/01/05 Services $991.17
TelePacific 09/30/05 Services $3,161.37
TelePacific 11/30/05 Services $8,949.81
TelePacific 12/31/05 Services $8,811.22 $35,947.26
TelSpan 10/13/04 Services $341.04
TelSpan 07/20/05 Phone Services $374.06
TelSpan 08/03/05 Services $374.06 $1,089.16
The Hartford 02/24/05 Services $4,645.00 $4,645.00
ThinkLogic 11/01/04 Monthly Service/
Consulting $10,000.00 $10,000.00
U.S.P.S. Santa Xxx EMCA 11/30/04 U.S.P.S. Santa Xxx
EMCA $296.11 $296.11
United States Postal
Service 12/30/05 nsf checks for 14c
filing $115.46
United States Postal
Service 12/30/05 $393.70
United States Postal
Service 12/30/05 $157.50
United States Postal
Service 12/30/05 $63.22
United States Postal
Service 12/30/05 $411.59 $1,141.47
Viral Media, Inc 02/08/05 Services $1,287.00 $1,287.00
XX.xxx 08/12/05 Services $29.95
XX.xxx 11/10/05 Services $29.95 $59.90
------------------------- --------- ------------------ ----------- ------------
$252,458.03 $252,458.03
=========== ============
CERTIFICATE OF XXXXXXX X. XXXXXXX
I, Xxxxxxx X. Xxxxxxx ("Buyer") certify as follows:
1. This certificate is being delivered pursuant to Section 3 of that
certain
Purchase and Sale Agreement dated March 24, 2006 (the "Agreement"),
by and among Buyer and Liberty Diversified Holdings, Inc., a Nevada
corporation ("Seller"). All capitalized terms not otherwise defined herein
shall have the respective meanings assigned to them in the Agreement.
2. All representations and warranties of Buyer set forth in the
Agreement are true and correct as of the date of the Agreement and as of
the Closing as though made on and as of the Closing except as otherwise
contemplated by the Agreement.
3. Buyer has performed all agreements and covenants required to be
performed by it under the Agreement prior to the Closing.
IN WITNESS WHEREOF, I have executed this certificate as of March 25,
2006
______________________________
BY: Xxxxxxx X. Xxxxxxx
CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER
OR PRESIDENT
OF
LIBERTY DIVERSIFIED HOLDINGS, INC.
I, Xxxxxx X. Xxxxxxxx, hereby certify that I am the duly elected,
qualified and acting CEO of LIBERTY DIVERSIFIED HOLDINGS, INC., a Nevada
corporation ("Seller"), and I further certify as follows:
1. This certificate is being delivered pursuant to Section 3 of that
certain
Purchase and Sale Agreement dated March 24, 2006 (the "Agreement"),
by and among Xxxxxxx X. Xxxxxxx, an individual ("Buyer"), and Seller. All
capitalized terms not otherwise defined herein shall have the respective
meanings assigned to them in the Agreement.
2. All representations and warranties of Seller set forth in the
Agreement are true and correct as of the date of the Agreement and as of
the Closing as though made on and as of the Closing, except: (i) as
otherwise contemplated by the Agreement; or (ii) in respects that do not
have a Material Adverse Effect on the Parties or on the benefits of the
transactions provided for in the Agreement.
3. Seller has performed all agreements and covenants required to be
performed by it under the Agreement prior to the Closing, except for
breaches that do not have a Material Adverse Effect on the Parties or on
the benefits of the transactions provided for in the Agreement.
4. Attached hereto as Schedule A is a true, correct and complete
copy of the resolutions duly adopted by the Board of Directors of Seller,
respectively, by written consent in accordance with applicable law and the
Bylaws authorizing the execution and performance of the Agreement. Such
resolutions have not been modified, rescinded or otherwise changed or
amended and remain in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have executed this certificate as of March 25,
2006.
______________________________
BY: Xxxxxx X. Xxxxxxxx
ITS: CEO
SCHEDULE A
LIBERTY DIVERSIFIED HOLDINGS, INC.
a NEVADA corporation
WRITTEN CONSENT OF THE BOARD OF DIRECTORS
WITHOUT MEETING
Pursuant to the authority granted to the board of directors pursuant
to the Nevada Revised Statutes, the board of directors of LIBERTY
DIVERSIFIED HOLDINGS, INC., a Nevada corporation ("Seller"), do hereby
consent to, adopt, ratify, confirm, and approve, as of the date indicated
below, the following resolutions, as evidenced by their signatures
hereunder:
SALE OF EWORLDMEDIA, INC.
WHEREAS, the undersigned deem it in the best interests of Seller to
effectuate a sale of 100% of the outstanding shares of capital stock of its
wholly owned subsidiary eWorldMedia, Inc. to Xxxxxxx X. Xxxxxxx, an
individual, ("Buyer), such that eWorldMedia Inc. shall be wholly owned by
Buyer in exchange for the assumption by Buyer of all assets and liabilities
of eWorldMedia, Inc. beginning upon the Closing, and other consideration as
set forth in the Agreement (as defined below); and
WHEREAS, the terms and conditions of the acquisition are set forth in
that certain
Purchase and Sale Agreement attached hereto and incorporated
herein by this reference as Exhibit "A" (the "
Purchase and Sale
Agreement").
NOW, THEREFORE, IT IS HEREBY, RESOLVED, that either the Chief
Executive Officer, President, Chief Financial Officer, Vice President,
and/or Secretary of Seller, acting alone or together, each are hereby
authorized to execute and deliver, for and on behalf of Seller, the
Purchase and Sale Agreement in substantially the form attached as Exhibit
"A", with such changes as the officers authorized to execute the documents
may approve, together with and including, without limitation, any and all
agreements, instruments, and documents, and amendments thereto
(collectively, the "Documents") as they may deem necessary or appropriate
to consummate the transactions contemplated therein.
RESOLVED FURTHER, that Seller is authorized to perform the Documents
executed and delivered in accordance with these resolutions.
RATIFICATION
RESOLVED, that the authority given hereunder shall be deemed
retroactive and any and all agreements, instruments and documents, and all
amendments thereto, and acts authorized hereunder executed, delivered or
performed prior to the passage of these resolutions are hereby confirmed,
ratified and approved.
RESOLVED FURTHER, that the CEO of Seller is authorized to certify a
copy of these resolutions and deliver the same as evidence of the foregoing
authorization to act on behalf of Seller.
The undersigned hereby consent to this action and the resolutions set
forth above and direct and authorize that a copy of this Written Consent of
Board of Directors be placed by Seller's secretary with the minutes of the
proceedings of the Board of Directors in the official records of Seller.
Dated: March 25, 2006
DIRECTORS:
________________________________
Xxxxxx X. Xxxxxxxx
Abstaining:
________________________________
Xxxxxxx X Xxxxxxx
