STOCK EXCHANGE AGREEMENT
This Agreement is entered into as of the date stated below by and among
Uniq Studios, Inc., a privately-held Nevada corporation (hereinafter the
"Company"), Xxxxxxx X. Xxxxx, Xxxx Xxxxx, Xxxxx X. Xxxxx, and Xxxxx Xxxxx,, the
owners of all outstanding shares of the Company (the "Shareholders"), and
xXxxxxxx.xxx, Inc., a Nevada corporation, dba IHPR, Inc. (hereinafter
"Purchaser").
RECITALS:
1. The Company is successor in interest to all rights, title, assets and
business interests of Uniq Studios, LLC, and Uniq Multimedia, LLC, f/k/a Uniq
Enterprises, LLC;
2. Shareholders own all outstanding shares of the Company;
3. Purchaser desires to acquire from the Shareholders, and Shareholders
desire to convey to Purchaser, all of the issued and outstanding capital shares
of the Company, in exchange solely for certain shares of Purchaser, all upon the
terms and subject to the conditions of this Agreement and in accordance with the
laws of the State of Nevada; and
AGREEMENT
NOW, THEREFORE, in consideration of the mutual terms and covenants set
forth herein, the Purchaser, the Company, and the Shareholder approve and adopt
this Stock Exchange Agreement and mutually covenant and agree with each other as
follows:
1. Shares to be Transferred and Shares to be Issued.
1.1 On the closing date the Shareholders shall transfer to the
Purchaser certificates for the number of shares of the common stock of
the Company described in Schedule "A", attached hereto and incorporated
herein, which in the aggregate shall represent all of the issued and
outstanding shares of the common stock of the Company. Such certificates
shall be duly endorsed in blank by the Shareholders or accompanied by
duly executed stock powers in blank with signatures guaranteed.
1.2 In exchange for the transfer of the common stock of the
Company pursuant to subsection 1.1. hereof, the Purchaser shall on the
closing date and contemporaneously with such transfer of the common stock
of the Company to it by the Shareholder issue to the Shareholders a total
of 1,500,000 common shares of Purchaser, issued and restricted under
S.E.C. Rule 144. Said shares shall be deemed to be issued and delivered
at closing, in amounts specified on Schedule "A," and upon delivery to
Purchaser of all of Shareholders' shares in the Company. Certificates for
Shareholders' shares of Purchaser shall be delivered to Shareholders as
soon after closing as Purchaser's transfer agent is able to prepare such
certificates upon delivery of all of Shareholders' shares in the Company.
The certificates delivered to Shareholders pursuant to this Agreement
shall bear a legend in substantially the following form:
The shares of stock represented by this certificate have not
been registered under the Securities Act of 1933, as amended,
or under the securities laws of any state. The shares of stock
have been acquired for investment and may not be sold, offered
for sale or transferred in the absence of an effective
registration under the Securities Act of 1933, as amended, and
any applicable state securities laws, or an opinion of counsel
satisfactory in form and substance to counsel for
xXxxxxxx.xxx, Inc. that the transaction shall not result in a
violation of federal or state securities laws.
1.3 In further consideration for the transfer of common stock of
the Company pursuant to subsection 1.1 hereof, Purchaser shall grant to
Shareholders, in proportions equal to their respective interests
specified at Schedule "A" options to purchase a total of 500,000
additional restricted shares of Purchaser's common stock, at an exercise
price equal to 80% of the market bid on Purchaser's trading shares as of
close of business on the closing date. Said options shall vest, in equal
increments of 250,000 shares each upon satisfaction by Company of those
performance conditions described at Schedule "B" hereto. All such options
shall expire if not vested and exercised on the earliest of the
following: (a) a date five (5) years from the closing date; (b) within
sixty (60) days after termination of employment for other than cause; or
(c) the date of any termination of employment (for cause).
2. Representations and Warranties of the Company and Shareholders. The
Company and Shareholders represent and warrant as follows:
2.1 Organization and Authority.
a. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Nevada, with full power and authority to enter into and perform
the transactions contemplated by this Agreement.
b. The outstanding shares of the Company are legally and
validly issued, fully paid and nonassessable.
c. The minutes book of the Company made available to the
Purchaser contains the Articles of Incorporation of the Company,
Bylaws, and complete and accurate records of all meetings and
other corporate actions of the shareholders and the board of
directors (and any committee thereof) of the Company.
2.2 Prior Business of Uniq. All of the information contained in
the books and records of Company and of Uniq Studios, LLC, Uniq
Multimedia, LLC, and all other predecessor entities, complete copies of
which have been furnished to the Purchaser, are true and correct in all
material respects and do not contain any untrue statement of material
fact or omit a material fact necessary to make the statement contained
therein not misleading. The Company has specifically disclosed
obligations owing under promissory notes assumed by the Company from its
predecessor limited liability companies, totaling approximately $1.5
million for past wages owing to, and loans from, key employees, which
notes are acknowledged by Purchaser as continuing obligations of the
Company, after closing.
2.3 Leases. The Company has disclosed to Purchaser all leases
pursuant to which the Company leases real or personal property. All such
leases are valid, binding and enforceable in accordance with their terms,
and are in full force and effect; there are no existing material defaults
by the Company thereunder; no event of default has occurred which
(whether with or without notice, lapse of time or the happening or
occurrence of any other event) would constitute a default thereunder; and
all lessors under such leases have consented (where such consent is
necessary) to the consummation of the transactions contemplated by this
Agreement without requiring modification in the rights or obligations of
the lessee under such leases. Executed counterparts of all consents
referred to the preceding sentence will be delivered to Purchaser at the
Closing.
2.4 Bank Accounts. The Company has disclosed to Acquiror the names
and locations of all banks, trust companies, savings and loan
associations and other financial institutions at which the Company
maintains safe deposit boxes or accounts of any nature and the names of
all persons authorized to draw thereon, make withdrawals therefrom or
have access thereto. At the Closing, the Company will deliver to Acquiror
copies of all records, including all signature or authorization cards,
pertaining to such bank accounts.
2.5 Employment Agreements. The Company has no employment
agreements in force or effect as of the Closing Date, except as and to
the extent specifically disclosed at Schedule D hereto. Notwithstanding
the foregoing, Purchaser acknowledges that it is the Company's desire and
intent, after the date of closing, to preserve or enter into agreements
with certain key individuals, identified at Schedule D, under key terms
and conditions also set forth in said Schedule, and Purchaser consents to
such employment plans. The Company further represents and confirms that
it has obtained or, by the closing date, shall obtained agreements of
confidentiality and nondisclosure from all current employees and,
furthermore, that his has obtained or, by the closing date, shall have
obtained from all key employees agreements not to compete with the
Company while employed by Company or for a period of three years after
the termination of employment, for any reason, and within any
geographical market in which the Company is actively engaged at any time
over the period of employment.
2.6 Ownership of Patent Applications. The Company has acquired and
holds, by assignment, for valuable consideration, all rights, title and
interest in and to that certain Patent Application now pending before the
United States Patent and Trademark Office, identified as Application No.
09/431,121, now pending, originally filed by Xxxx Xxxxx, on October 29,
1999, relating to an "isolated portal interface controller and method for
a virtual physical key expandable CD-ROM or other data storage device."
2.7 Litigation. There are no legal, administrative or other
proceedings, investigations or inquiries, product liability or other
claims, judgments, injunctions or restrictions, either threatened,
pending or outstanding against or involving the Company or its
subsidiaries, if any, or Shareholders, or their respective assets,
properties, or business, nor does the Company, its subsidiaries or
Sharehodlers know, or have reasonable grounds to know, of any basis for
any such proceedings, investigations or inquiries, product liability or
other claims, judgments, injunctions or restrictions. In addition, there
are no material proceedings existing, pending or reasonably contemplated
to which any officer, director, or affiliate of the Company or as to
which the Shareholders are a party adverse to the Company or any of its
subsidiaries or has a material interest adverse to the Company or any of
its subsidiaries.
2.8 Taxes. All federal, state, foreign, county and local income,
profits, franchise, occupation, property, sales, use, gross receipts and
other taxes (including any interest or penalties relating thereto) and
assessments which are due and payable have been duly reported, fully paid
and discharged as reported by the Company, and there are no unpaid taxes
which are, or could become a lien on the properties and assets of the
Company, except as provided for in the financial statements of the
Company, or have been incurred in the normal course of business of the
Company since that date. All tax returns of any kind required to be filed
have been filed and the taxes paid or accrued.
2.9 Financials. True copies of the financial statements of the
Company and its predecessor limited liability companies, consisting of
the balance sheets as of the fiscal year ended December 31, 1999, and
statements of operations, statements of cash flows, and statements of
stockholder's equity for said fiscal year and for the two-month period
ending February 29, 2000, have been delivered by the Company to
Purchaser. Said financial statements are true and correct in all material
respects and present an accurate and complete disclosure of the financial
condition of the Company and its predecessors as of February 29, 2000,
and the earnings for the periods covered, in accordance with generally
accepted accounting principles applied on a consistent basis. Statements
examined and certified by Xxxxxx, Bierwolf & Xxxxxxx, Certified Public
Accountants, will be furnished to Purchaser by May 31, 2000.
2.10 Ownership of Stock.
a. Shareholders are, and will be, as of the closing date, the
sole owners of all of the outstanding shares of the Company, which
shares are and will be free from any claims, liens, or other
encumbrances, and Shareholders have the unqualified right to transfer
said shares.
b. The Company is successor in interest to, and holds all
rights, title and interest in and to all assets, business interests and
good will of Uniq Studios, LLC and Uniq Multimedia, LLC, f/k/a Uniq
Enterprises, LLC, all Utah limited liability companies.
c. The Company's Shares constitute validly issued shares of
the Company, fully paid and nonassessable.
2.11 Agreement and Purchaser Shares.
a. Shareholders acknowledge that each Shareholder has been
supplied with this Agreement and that each is familiar with and
understands its contents.
b. Shareholders each represent and warrant that, in
determining to acquire the shares of Purchaser, each has relied solely
on his own analysis of information obtained from Purchaser and on the
advice of Shareholder's legal counsel and accountants or other
financial advisors with respect to the tax and other consequences
involved in acquiring Purchaser Shares.
c. Each Shareholder understands and acknowledges that rights
in the Purchaser Shares will be governed by the terms and conditions of
the Agreement.
2.12 Accuracy of All Statements Made by Company. No representation
or warranty by the Company and the Shareholders in this Agreement, nor
any statement, certificate, schedule or exhibit hereto furnished or to be
furnished by or on behalf of the Company or the Shareholders pursuant to
this Agreement, nor any document or certificate delivered to the
Purchaser pursuant to this Agreement or in connection with actions
contemplated hereby, contains or shall contain any untrue statement of
material fact or omits or shall omit a material fact necessary to make
the statement contained therein not misleading.
All foregoing representations and warranties shall survive closing of the
purchase hereunder.
3. Security Act Provisions.
3.1 Restrictions on Disposition of Shares. The Shareholders
jointly and severally covenant and warrant that the shares received are
acquired for their own accounts and not with the present view towards the
distribution thereof and that they will not dispose of such shares except
(i) pursuant to an effective registration statement under the Securities
Act of 1933, as amended, or (ii) in any other transaction which, in the
opinion of counsel, acceptable to the Purchaser, is exempt from
registration under the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder. In
order to effectuate the covenants of this sub-section, an appropriate
endorsement will be placed upon each of the certificates of common stock
of the Purchaser at the time of distribution of such shares by the
Company pursuant to this Agreement, and stop transfer instructions shall
be placed with the transfer agent for the securities.
3.2 Evidence of Compliance With Private Offering Exemption. Each
Shareholder represents and warrants that (i) Shareholder is at least 21
years of age; (ii) Shareholder is a United States citizen; (iii)
Shareholder has adequate means of providing for Shareholder's current
needs and personal contingencies; (iv) Shareholder has no need for
liquidity in Shareholder's investments; (v) Shareholder maintains his or
her principal residence at the address shown in Schedule A; and (vi) all
investments in and commitments to non-liquid investments are, and after
the purchase of Purchaser Shares will be, reasonable in relation to
Shareholder's net worth and current needs. The Shareholders represent
that they have each received adequate information about the business and
history of the Purchaser and the financial statements of the Purchaser,
and all other documents and disclosures required or requested by
Shareholders. Unless otherwise designated to the Purchaser, the
Shareholders represent that they have such knowledge of finance,
securities, and investments, generally, to evaluate the risks of the
transaction set forth in this Agreement, and that the financial capacity
of the Shareholder is of such proportion that the total cost of each
Shareholder's commitment in the shares would not be material when
compared with the total financial capacity of each. Each Shareholder
understand that he/she must bear the economic risk of the investment for
an indefinite period of time because the shares to be issued by the
Purchaser hereunder have not been registered under applicable securities
laws and therefore cannot be sold unless they are subsequently registered
under such securities laws or an exemption from such registration is
available; that each certificate will bear a restrictive legend to the
effect that the shares have not been registered under securities laws and
are therefore restricted on transferability and sale of such shares; and
that stop transfer instructions will be placed upon such shares with the
transfer agent of the Purchaser concerning such restrictions.
3.3 Notice of Limitations on Disposition. The Shareholders and
each of them represent that they are aware that the shares distributed to
them will not have been registered pursuant to the Securities Act of
1933, as amended or under the securities laws of any state and are
subject to substantial restrictions on transfer as described in the
Agreement. Each Shareholder further understands that (i) Purchaser has no
obligation or intention to register any Purchaser Shares for resale or
transfer under the 1933 Act or any state securities laws. Shareholders
therefore understand and acknowledge, specifically, that under current
interpretations and applicable rules, they may have to retain such shares
for a period of as long as two years and at the expiration of such period
such sales may be confined to brokerage transactions of limited amounts
requiring certain notification filings with the Securities and Exchange
Commission and such disposition may be available only if the Purchaser is
current in its filings with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, or other public
disclosure requirements, and the other limitations imposed thereby on the
disposition of shares of the Purchaser.
3.4 Shareholder Reliance on Professional Counsel. Each Shareholder
acknowledges that he/she has been encouraged to rely upon the advice of
Shareholder's legal counsel and accountants or other financial advisors
with respect to the tax and other considerations relating to the purchase
of Purchaser Shares and has been offered, during the course of
discussions concerning the acquisition of Purchaser Shares, the
opportunity to ask such questions and inspect such documents (including
the books and records and financial statements) concerning Purchaser and
its business and affairs as Shareholder has requested so as to understand
more fully the nature of the investment and to verify the accuracy of the
information supplied.
3.5 No Government Review or Opinion. Each Shareholder acknowledges
and understands that no federal or state agency, including the Securities
and Exchange Commission or the securities commission or authorities of
any state, has approved or disapproved the Purchaser Shares, passed upon
or endorsed the merits of any offering, or made any finding or
determination as to the fairness of the Purchaser Shares for public
investment.
3.6 Truth of Representations. Each Shareholder acknowledges and
understands that the Purchaser Shares are being offered and sold under
the terms of this Agreement in reliance on specific exemptions from the
registration requirements of federal and state laws and that Purchaser is
relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments, and understandings set forth herein in order
to determine the Shareholders' suitability to acquire the Purchaser
Shares. Each Shareholder thus represents and warrants that the
information set forth herein concerning or relating to such Shareholder
is true and correct.
4. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants as follows:
4.1 Organization and Good Standing. The Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of
the State of Nevada with full power and authority to enter into and
perform the transactions contemplated by this Agreement.
4.2 Performance of this Agreement. The execution and performance
of this Agreement and the issuance of stock contemplated hereby have been
authorized by the board of directors of the Purchaser and, if necessary,
by Purchaser's shareholders.
4.3 Operating Capital to be Advanced to Company: Purchaser is
fully informed of and acknowledges the Company's cash flow needs. In that
connection, Purchaser confirms its agreement to advance to Company
sufficient funds (not to exceed $2,000,000.00 over the remaining portion
of calendar year 2000, with sums beyond that date to be to determined,
based on the Company's performance). Such funds are to be dedicated to
operating capital and to satisfy or service note obligations owing by
Company, as disclosed hereunder, assumed by Company in consideration for
Company's acquisition of title and interest in all assets, property,
business interest and good will of Uniq Studios, LLC and Uniq
Enterprises, LLC. Copies of summaries of all said note obligations are
attached hereto as Schedule "C." All funds thus advanced are intended,
and shall be posted, as loans from Purchaser to the Company and shall be
repaid from Company's available operating revenue, with interest at the
periodic prime rate published by BankOne, Utah, N.A. As and to the extent
that said funds are utilized, in the discretion of the Company's
management and directors, to pay down or satisfy existing loan
obligations, Purchaser shall, upon satisfaction of said notes, be
subrogated to the rights of the payees thereunder.
4.3 Financials. True copies of the financial statements of the
Purchaser consisting of the unaudited balance sheets as of the fiscal
year ended December 31, 1999, and statements of operations, statements of
cash flows, and statements of stockholder's equity for said fiscal year
have been delivered by the Purchaser to the Company. Said financial
statements are true and correct in all material respects and present an
accurate and complete disclosure of the financial condition of the
Purchaser as of December 31, 1999, and the earnings for the periods
covered, in accordance with generally accepted accounting principles
applied on a consistent basis. Statements examined and certified by
Xxxxxx, Bierwolf & Xxxxxxx, Certified Public Accountants, will be
furnished to Shareholders by April 21, 2000.
4.4 Liabilities. There are no material liabilities of the
Purchaser, whether accrued, absolute, contingent or otherwise, which
arose or relate to any transaction of the Purchaser, its agents or
servants which are not disclosed by or reflected in said financial
statements. As of the date hereof, there are no known circumstances,
conditions, happenings, events or arrangements, contractual or otherwise,
which may hereafter give rise to liabilities, except in the normal course
of business of the Purchaser.
4.5 Litigation. There are no legal, administrative or other
proceedings, investigations or inquiries, product liability or other
claims, judgments, injunctions or restrictions, either threatened,
pending or outstanding against or involving the Purchaser or its
subsidiaries, if any, or their assets, properties, or business, nor does
the Purchaser or its subsidiaries know, or have reasonable grounds to
know of any basis for any such proceedings, investigations or inquiries,
product liability or other claims judgments, injunctions or restrictions.
4.6 Taxes. All federal, state, foreign, county and local income,
profits, franchise, occupation, property, sales, use, gross receipts and
other taxes (including any interest or penalties relating thereto) and
assessments which are due and payable have been duly reported, fully paid
and discharged as reported by the Purchaser, and there are no unpaid
taxes which are, or could become a lien on the properties and assets of
the Purchaser. All tax returns of any kind required to be filed have been
filed and the taxes paid or accrued.
4.7 Legality of Shares to be Issued. The shares of common stock of
the Purchaser to be delivered pursuant to this Agreement, when so
delivered, will have been duly and validly authorized and issued by the
Purchaser and will be fully paid and nonassessable.
4.8 No Covenant as to Tax Consequences. It is the desire of the
parties hereto that this transaction be undertaken as a reorganization
under Section 368(a)(1)(B) of the Internal Revenue Code, qualifying for a
tax-free exchange of securities. Notwithstanding, it is expressly
understood and agreed that neither the Purchaser nor its officers or
agents has made any warranty or agreement, expressed or implied, as to
the tax consequences of the transactions contemplated by this Agreement
or the tax consequences of any action pursuant to or growing out of this
Agreement.
4.9 Accuracy of All Statements Made by the Purchaser. No
representation or warranty by the Purchaser in this Agreement, nor any
statement, certificate, schedule or exhibit hereto furnished or to be
furnished by the Purchaser pursuant to this Agreement, nor any document
or certificate delivered to the Company or the Shareholders pursuant to
this Agreement or in connection with actions contemplated hereby,
contains or shall contain any untrue statement of material fact or omits
to state or shall omit to state a material fact necessary to make the
statement contained therein not misleading.
5. Conditions Precedent to the Purchaser's Obligations. Each and every
obligation of the Purchaser to be performed on the closing date shall be subject
to the satisfaction prior thereto of the following conditions:
5.1 Truth of Representations and Warranties. The representations
and warranties made by the Company and the Shareholders in this Agreement
or given on their behalf hereunder shall be substantially accurate in all
material respects on and as of the closing date with the same effect as
though such representations and warranties had been made or given on and
as of the closing date.
5.2 No Material Adverse Change. As of the closing date there shall
not have occurred any material adverse change, financially or otherwise,
which materially impairs the ability of the Company to conduct its
business or the earning power thereof on the same basis as in the past.
5.3 Accuracy of Financial Statements. The Purchaser and its
representatives shall be satisfied as to the accuracy of all balance
sheets, statements of income and other financial statements of the
Company furnished to the Purchaser herewith.
5.4 Time Limit on Closing. Closing shall have taken place by April
14, 2000, unless otherwise agreed between the Company and Purchaser in
writing.
6. Conditions Precedent to Obligations of the Company and the
Shareholder. Each and every obligation of the Company and the Shareholders to be
performed on the closing date shall be subject to the satisfaction prior thereto
of the following conditions:
6.1 Truth of Representations and Warranties. The representations
and warranties made by the Purchaser in this Agreement or given on its
behalf hereunder shall be substantially accurate in all material respects
on and as of the closing date with the same effect as though such
representations and warranties had been made or given on and as of the
closing date.
6.2 No Material Adverse Change. As of the closing date there shall
not have occurred any material adverse change, financially or otherwise,
which materially impairs the ability of the Purchaser to conduct its
business.
6.3 Accuracy of Financial Statements. The Company and the
Shareholders shall be satisfied as to the accuracy of all balance sheets,
statements of income and other financial statements of the Purchaser
furnished to the Company herewith.
6.4 Time Limit on Closing. Closing shall have taken place by April
14, 2000, unless otherwise agreed between the Company and Purchaser in
writing.
7. Appointment of New Officers and Directors. Upon and as a condition of
closing this Agreement:
7.1 At closing the Company will deliver the resignations of Xxxx
Xxxxx and Xxxxx Xxxxx, as directors and/or officers of the Company, and
any other persons who may be officers or directors of the Company as of
the date of closing as officers.
7.2 Prior to closing the Purchaser will furnish material
information of Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx as nominees to be
appointed to fill the vacancies created by the foregoing resignations.
Xxxxxxx Xxxxx shall remain as a director of the Company until his
successor is duly appointed.
8. Closing.
8.1 Time and Place. The closing of this transaction ("closing")
shall take place at the offices of xXxxxxxx.xxx, Inc., 0000 Xxxxx 000
Xxxx, Xxxxx, Xxxx 00000 on or before 5:00 p.m., Friday, April 14, 2000,
or at such other time and place as the parties hereto shall agree upon.
Such date is referred to in this agreement as the "closing date."
8.2 Documents To Be Delivered by the Company and the Shareholders.
At the closing the Company and the Shareholders shall deliver to the
Purchaser the following documents:
a. Certificates for the number of shares of common stock of
the Company in the manner and form required by subsection 1.1.
hereof.
b. Such other documents of transfer, certificates of
authority and other documents as the Purchaser may reasonably
request.
8.3 Documents To Be Delivered by the Purchaser. At the closing the
Purchaser shall deliver to the Company and the Shareholders the following
documents:
a. Certificates for the number of shares of common stock of
the Purchaser as determined in subsection 1.2. hereof.
b. Such other documents of transfer, certificates of
authority and other documents as the Company and/or the
Shareholders may reasonably request.
9. Publicity. The parties agree that no publicity, release or other
public announcement concerning the transaction contemplated by this letter of
intent shall be issued by any party hereto without the advance approval of both
the form and substance of the same by the other parties and their counsel, which
approval, in the case of any publicity, release or other public announcement
required by applicable law, shall not be unreasonably withheld or delayed.
10. Default. Should any party to this Agreement default in any of the
covenants, conditions, or promises contained herein, the defaulting party shall
pay all costs and expenses, including a reasonable attorney's fee, which may
arise or accrue from enforcing this Agreement, or in pursuing any remedy
provided hereunder or by the statutes of the State of Utah.
11. Assignment. This Agreement may not be assigned in whole or in part by
the parties hereto without the prior written consent of the other party or
parties, which consent shall not be unreasonably withheld.
12. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, their heirs, executors,
administrators, successors and assigns.
13. Partial Invalidity. If any term, covenant, condition or provision of
this Agreement or the application thereof to any person or circumstance shall to
any extent be invalid or unenforceable, the remainder of this Agreement or
application of such term or provision to persons or circumstances other than
those as to which it is held to be invalid or unenforceable shall not be
affected thereby and each term, covenant, condition or provision of this
Agreement shall be valid and shall be enforceable to the fullest extent
permitted by law.
14. No Other Agreements. This Agreement constitutes the entire Agreement
between the parties and there are and will be no oral representations which will
be binding upon any of the parties hereto.
15. Survival of Covenants, Representations and Warranties. All covenants,
representations, and warranties made herein to any parties or in any statement
or document delivered to any party hereto, shall survive the making of this
Agreement and the Closing.
16. Further Action. The parties hereto agree to execute and deliver such
additional documents and to take such other and further action as may be
required to carry out fully the transaction(s) contemplated herein.
17. Amendment. This Agreement or any provision hereof may not be changed,
waived, terminated or discharged except by means of a written supplemental
instrument signed by the party or parties against whom enforcement of the
change, waiver, termination, or discharge is sought.
18. Headings. The descriptive headings of the various Sections or parts
of this Agreement are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.
19. Counterparts. This agreement may be executed in two or more partially
or fully executed counterparts, each of which shall be deemed an original and
shall bind the signatory, but all of which together shall constitute but one and
the same instrument.
20. Full Knowledge. By their signatures, the parties acknowledge that
they have carefully read and fully understand the terms and conditions of this
Agreement, that each party has had the benefit of counsel, or has been advised
to obtain counsel, and that each party has freely agreed to be bound by the
teens and conditions of this Agreement.
IN WITNESS WHEREOF, the parties hereto executed the foregoing Stock
Exchange Agreement as of the day and year first above written.
PURCHASER: xXXXXXXX.xxx, INC.
By /s/
------------------------------
Xxxxxxx X. Xxxxxxx, Xx., CFO
COMPANY: UNIQ STUDIOS, INC.
By /s/
------------------------------
Xxxx X. Xxxxx, President
SHAREHOLDERS:
/s/ /s/
------------------------------- --------------------------------
Xxxxxxx X. Xxxxx Xxxx Xxxxx
/s/ /s/
------------------------------- --------------------------------
Xxxxx X. Xxxxx Xxxxx Xxxxx
SCHEDULE "A"
TO
STOCK EXCHANGE AGREEMENT
NO. OF SHARES OF NO. OF SHARES OF
NAME OF THE COMPANY THE PURCHASER
SHAREHOLDER TO BE TRANSFERRED TO BE ISSUED
--------------- -------------------- -----------------
Xxxxxxx X. Xxxxx 600,000 600,000
Xxxx Xxxxx 600,000 600,000
Xxxxx X. Xxxxx 150,000 150,000
Xxxxx Xxxxx 150,000 150,000
-------------- --------------
TOTAL 1,500,000 1,500,000
SCHEDULE "B"
TO
STOCK EXCHANGE AGREEMENT
Options granted to Shareholders, collectively, to purchase up to 500,000
restricted common shares of Purchaser, at an exercise price of 80% of the market
bid price per share as of close of business on the day of closing shall vest as
follows:
Options to purchase 250,000 shares (granted as to 100,000 shares for Xxxxxxx
Xxxxx, 100,000 shares for Xxxx Xxxxx, 25,000 shares for Xxxxx Xxxxx and 25,000
shares for Xxxxx Xxxxx) shall vest upon the Company's achieving total revenue of
$2.5 million within twelve (12) months (by March 31, 2001) and profit/loss
breakeven on month-to-month activity.
Options to purchase 250,000 shares (granted as to 100,000 shares for Xxxxxxx
Xxxxx, 100,000 shares for Xxxx Xxxxx, 25,000 shares for Xxxxx Xxxxx and 25,000
shares for Xxxxx Xxxxx) shall vest upon the Company's achieving total revenue of
$7.5 million within twenty-four (24) months (by March 31, 2002) and continued
profitability.
SCHEDULE "C"
TO
STOCK EXCHANGE AGREEMENT
SUMMARY OF OUTSTANDING UNIQ STUDIOS LOAN OBLIGATIONS
Copies of all promissory note and related loan obligations assumed by Company
from its predecessor limited liability companies, totaling $1,499,981.50, and to
be paid from operating funds advanced by Purchaser to Company, are attached.
SCHEDULE "D"
TO
STOCK EXCHANGE AGREEMENT
Copies of the Company's employment agreements with the following key employees
are attached and hereby disclosed:
Name Position Annual Salary
---- -------- -------------
Xxxxxxx Xxxxx Special Consultant $104,000.00
Xxxx Xxxxx President, COO $104,000.00
Xxxxx Xxxxx Vice President $ 75,400.00
Xxxxx Xxxxx Asst. Designer $ 39,000.00
In addition, Company intends to enter into employment agreements with the
following:
Xxxxxx X. Xxxxxx Illustrator
Xxxxxxx Xxxxxx Designer
