AGREEMENT
This Agreement (the "Agreement") is made and entered into effective
as of the 5th day of October, 2010 (the "Effective Date") by and among
Goldex Capital Resources, LLC, a Florida limited liability company
("GCR"), PMX Communities, Inc., a Nevada corporation ("PCI") and PMX
Gold, LLC, a Florida limited liability company ("PMXG"). The
aforementioned parties are hereinafter collectively referred to as the
"Parties" and individually as a "Party". Capitalized terms shall have
the meanings ascribed to them in this Agreement.
WITNESSETH:
WHEREAS, PCI has formed the wholly owned subsidiary PMXG; and
WHEREAS, reference is made to the Financing Agreement by and between
Goldex and PCI dated August 18, 2010 (hereinafter referred to as the
"Financing Agreement"); and
WHEREAS, PCI has assigned its rights under the Financing Agreement
to PMXG; and
WHEREAS, PMXG has identified a project to undertake in furtherance
to its business plan and in accordance with the Financing Agreement
(hereinafter referred to as the "Project"); and
WHEREAS, the Project relates to the development of certain business
opportunities, licenses and distribution rights relative to the Gold to
go(r) vending machine in accordance with the terms and conditions of that
certain Agreement dated September 2, 2010 by and between Ex Oriente
Lux, AG, a German stock corporation and PCI (hereinafter referred to as
the "GTG Agreement"); and
WHEREAS, PMXG has formed a subsidiary PMX Gold ATM, LLC, a Florida
limited liability company (hereinafter referred to as "ATM"); and
WHEREAS, PCI has assigned its rights in the GTG Agreement to PMXG
which has, thereafter, assigned its interest in the GTG Agreement to
ATM; and
WHEREAS, PCI and PMXG have offered participation in ATM to Goldex in
accordance with the terms and conditions of the Financing Agreement;
and
WHEREAS, Goldex has accepted such offer to participate in ATM in
accordance with the terms and conditions of the Financing Agreement.
NOW, THEREFORE, in consideration of the sum of TEN ($10.00) DOLLAR and
other valuable consideration, the sufficiency and receipt of which is
hereby acknowledged, it is hereby understood and agreed as follows:
1. Recitals. The above recitals are true and correct and
incorporated herein in haec verba.
2. Initial and Subsequent Captilalization of ATM. Goldex has agreed
to initially contribute the sum of $60,000 towards the capitalization of
ATM. PMXG has agreed to initially contribute the sum of $_____________
towards the capitalization of ATM of which PMXG has already contributed
the sum of US$13,000.00 which was tendered in accordance with the terms
and conditions of the GTG Agreement. The membership shall reasonably
agree on the timing of the capital contributions based upon the financial
needs of the company. While nothing herein shall preclude the subsequent
financing of ATM through the issuance of additional membership interests
or other capitalization vehicles, any further capitalization of ATM shall
be first offered to the membership in accordance with their respective
percentage membership interests. Any dilution of the initial membership
interests shall be done on a pro-rata basis depending on the parties'
percentage of the membership interests.
3. Membership Interests. Notwithstanding the parties' respective
capital contributions in ATM, Goldex shall be issued 33.334% of the
membership interests in ATM which is represented by 300 units of ATM.
PMXG shall be issued 66.666% of the membership interests in ATM which is
represented by 600 units of ATM. The parties have agreed to issue up to
100 units in ATM to consultants that have and will facilitate the
Project.
4. Governance of ATM. PMXG shall be designated as the manager of
ATM and empowered to run the business on a day to day basis. Any
decision outside of the normal course and scope of business including but
not limited to capitalization, indebtedness and/or dilution of the
company and/or the membership interests shall require the approval of the
members holding not less than seventy percent (70%) of the membership
interests.
5. Remedies. The parties agree that in the event of any default
hereunder the non-defaulting party shall have any and all rights provided
by law or equity. In connection with any litigation (including all
appeals therefrom) arising out of this Agreement, the prevailing party
shall be entitled to recover all costs incurred, including reasonable
attorneys' fees and interest.
6. Invalidity. The invalidity or unenforceability of any particular
provision or part of a provision hereof, shall not affect the other
provisions or parts hereof, and the Agreement shall be construed in all
respects as if such invalid or unenforceable provisions or part thereof
were omitted.
7. Entire Agreement. This is the entire Agreement between the
Parties covering everything agreed upon or understood in the transaction.
There are no promises, conditions, representations, warranties,
guarantees, understandings, interpretations or terms of any kind as
conditions or inducements to the execution hereby were in effect between
the Parties other than as herein set forth. Any Agreement hereafter made
shall be ineffective to change, modify, discharge or effect an
abandonment of this Agreement, in whole or in part, unless such Agreement
is in writing and signed by the party against whom enforcement of the
change, modification, discharge or abandonment is sought.
Waiver by any party hereto of a breach hereof shall not be deemed a
waiver of any subsequent similar breach or a waiver of any term and
condition hereof. Waiver of any breach of this Agreement shall not
excuse the faithful performance of any other term and condition of this
Agreement. Either party has a right to waive one or more breaches or
failure of conditions of settlement and to consummate this transaction as
if said breach had not occurred.
8. Choice of Laws . This Agreement shall be construed and
interpreted pursuant to the laws of the State of Florida. Exclusive
jurisdiction and venue of any litigation arising out of this Agreement
shall be in Palm Beach County, Florida.
9. Cooperation. The Parties hereby agree to cooperate, execute and
deliver any and all documents reasonably deemed necessary to effectuate
the intent and the terms and conditions of this Agreement. Each party
reciprocally agrees to promptly and duly execute and deliver to the other
such further documents and assurances and take such further action as may
from time to time be reasonably requested in order to more effectively
carry out the intent and purpose of this Agreement and to establish and
protect the rights and remedies created or intended to be created in
favor of the other party hereunder.
10. Counterpart Execution. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute but one and the same instrument.
Facsimile signatures shall constitute original signatures.
11. Construction. Each party has reviewed and participated in the
formation of this Agreement and, accordingly, any rule or construction to
the effect that ambiguities be resolved against the drafting party shall
not be employed in the interpretation of this Agreement.
12. Successor Liability. The benefits and obligations of this
Agreement shall inure to and bind the respective heirs, successors,
personal representatives and permitted assigns of the Parties hereto.
Whenever used, the singular shall include the plural and the plural the
singular and the use of any gender shall include all genders.
13. Corporate Authority. Each individual executing this Agreement
on behalf of each party represents and warrants that he is duly
authorized to execute and deliver this Agreement on behalf of said part,
in accordance with a duly adopted resolution of the Board of Directors of
said party or in accordance with the bylaws of said party, and that this
Agreement is binding upon said party in accordance with its terms.
14. Notices. All notices, requests, demands and other
communications (collectively, "Notices") given or made pursuant to this
Agreement shall be in writing and shall be deemed to have been duly
given or made as follows: (a) if sent by registered or certified mail
in the United States return receipt requested, postage and fees
prepaid, two business days after mailing; (b) if sent by reputable
private air courier (such as DHL or Federal Express), two business days
after mailing; (c) if sent by facsimile transmission, with a copy
mailed on the same day in the manner provided in (a) or (b) above, when
transmitted and receipt is confirmed by telephone; (d) when sent by
email, when received in a form readable by the recipient and receipt is
confirmed by telephone; or (e) if otherwise actually personally
delivered, when delivered.
15. Headings. Section headings are not to be considered a part
of this Agreement and are not intended to be a full and accurate
description of the contents hereof.
16. Assignment. Neither Party shall assign any rights under this
Agreement, or delegate the performance of any duties hereunder, without
the prior written consent from the other party.
17. Unenforceability of Provisions. If any provision of this
Agreement, or any portion thereof, is held to be invalid and
unenforceable, then the remainder of this Agreement shall nevertheless
remain in full force and effect.
18. Time. Time is of the absolute essence with respect to the
parties performance of this Agreement.
IN WITNESS WHEREOF the undersigned have executed this Agreement as
of the day and year first written above.
Goldex Capital Resources, LLC
By:/s/Xxxxxxx Xxxx
-------------------
Xxxxxxx Xxxx, Managing member
PMX Communities, Inc., a Nevada corporation
By:/s/Xxxxxxx Xxxxx
-------------------
Xxxxxxx Xxxxx, President
PMX Gold, LLC, a Florida limited liability company
By: PMX Communities, Inc., Manager
By:/s/Xxxxxxx Xxxxx
------------------
Xxxxxxx Xxxxx, President
PMX Gold ATM, LLC, a Florida limited liability company
By PMX Gold, LLC, Manager
By:/s/ Xxxxxxx Xxxxx
-------------------
Xxxxxxx Xxxxx, Manager
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