POST-MERGER OPERATING AGREEMENT
THIS
POST-MERGER OPERATING AGREEMENT is made by and between Xxxxxx Xxxx (“Xxxx”) as
President and CEO of California News Tech (“CNT”) and as President and CEO of
Media Sentiment, Inc. and Xxxxxx Xxxxxx (“Xxxxxx”) as President and CEO of Debut
Broadcasting Corporation, Inc. (“DBI”) in conjunction with that certain
Agreement and Plan of Merger as of this 17th day of May, 2007 (the
"Agreement").
WITNESSETH:
WHEREAS,
DBI and CNT through its wholly owned subsidiary have entered into the Agreement
which will effectuate a change in control of CNT (the “Merger”) making Xxxxxx
CNT’s new president and CEO and Xxxx president and CEO of CNT’s wholly-owned
subsidiary Media Sentiment Inc. (“MSI”); and
WHEREAS,
CNT has already authorized a spinoff of MSI as a separate entity pending
registration of its MSI stock with the Securities and Exchange Commission
for
distribution to its shareholders holding CNT common stock prior to the Merger;
and
WHEREAS,
in accordance with certain terms conditions of the Agreement, the parties
want
to assure that the spinoff occurs promptly and that operations of the two
businesses are conducted efficiently.
NOW,
THEREFORE, in consideration of the premises and mutual covenants,
representations, warranties and agreements hereinafter contained, and for
other
good and valuable consideration, the receipt and sufficiency of which is
hereby
acknowledged, the parties hereto, intending to be legally bound thereby,
agree
as follows:
1. Spin
off of MSI stock
| a. |
Escrow
of MSI Stock.
There shall be established an escrow account in which all the MSI
common
stock owned CNT (the “MSI Shares”) will be held in trust for distribution
to the shareholders of record holding CNT common stock as of April
20,
2007 (the “Shareholders”). This escrow account shall be irrevocable and
shall require the escrow holder to distribute the MSI Shares to
the
Shareholders upon the effectiveness of a Registration Statement
(“Registration Statement”) to be filed with the Securities and Exchange
Commission (“SEC”), or two years from November 1, 2006.
|
| b. |
Registration
of MSI Stock.
Within 15 days following the Closing of the merger, CNT shall file
with
the SEC the Registration Statement on a form SB-2, registering
for
distribution to the Shareholders the MSI Shares. The parties agree
to use
their best efforts and to cooperate in promptly completing and
processing
this filing through the registration
process.
|
| c. |
In
the event that CNT is unable to register the MSI Shares for any
reason as
required by sections 1a and 1b above, CNT agrees to sell the MSI
shares to
Xxxxxx Xxxx for $1.00, and specifically will instruct the escrow
agent to
make such transfer within two weeks of this
event.
|
2.
Operation
of Separate Businesses.
Pending
the effectiveness of the Registration Statement and completion of the spinoff
of
MSI, the parties agree to operate the businesses of DBI and MSI separately,
specifically agreeing that neither will:
| a. |
interfere
in any manner with the operations of the
other;
|
| b. |
have
any rights to use, acquire or otherwise operate any of the assets
or
intellectual property of the other;
|
| c. |
neither
will create any liabilities for which the other will be
obligated.
|
In
addition, the parties agree to cooperate in creating and submitting all required
reports to the SEC and any other government agencies and to work together
in all
other respects to run the respective business operations of the two companies
with maximum efficiency.
3. Captions
and Headings.
The
Article and paragraph headings throughout this Agreement are for convenience
and
reference only, and shall in no way be deemed to define, bruit, or add to
the
meaning of any provision of this Agreement.
4. No
Oral Change.
This
Agreement and any provision hereof, may not be waived, changed, modified,
or
discharged orally, but it can be changed by an agreement in writing signed
by
the xxxxx against whom enforcement of any waiver, change, modification, or
discharge is sought.
5. Time
of the Essence.
Time is
of the essence of this Agreement and of each and every provision
hereof.
6. Entire
Agreement.
This
Agreement contains the entire Agreement and understanding between the parties
hereto, and supersedes all prior agreements and understandings.
7. Choice
of Law.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Nevada.
8. Counterparts.
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.
9. Binding
Effect.
This
Agreement shall inure to and be binding upon the heirs, executors, personal
representatives, successors and assigns of each of the parties to this
Agreement.
10. Mutual
Cooperation.
The
parties hereto shall cooperate with each other to achieve the purpose of
this
Agreement, and shall execute such other and further documents and take such
other and further actions as may be necessary or convenient to effect the
transaction described herein.
2
IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as
of the
day and year first above written.
/s/
Xxxxxx Xxxx
By:
Xxxxxx Xxxx
Its:
President and CEO
Debut
Broadcasting Corporation, Inc.
/s/
Xxxxxx Xxxxxx
By:
Xxxxxx Xxxxxx
Its:
President and CEO
Media
Sentiment, Inc.
/s/ Xxxxxx
Xxxx
By:
Xxxxxx Xxxx
Its:
President and CEO
