MEMBERSHIP INTEREST PURCHASE AGREEMENT

EXHIBIT 2.1 

 

 

MEMBERSHIP INTEREST PURCHASE AGREEMENT

 

This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of April 26, 2023 by and among Maybacks Global Entertainment LLC, an Arizona limited liability company (the “Company”), Authentic Holdings, Inc., a Nevada corporation (“Buyer”), and the members of the Company listed on Schedule 1 attached hereto (“Sellers”).

 

Recitals

 

WHEREAS, the Company is a turn-key Network Originator for Television, Cable and Digital Devices and Smart TVs; delivering content and programming services, and operations to prep and maintain the content, and deliver and distribute linear and/or on demand network services (the “Business”).

 

WHEREAS, Sellers own one hundred percent (100%) of the outstanding membership interests of the Company (the “Membership Interests”); and

 

WHEREAS, Sellers desire to sell and Buyer desires to acquire the Company by means of Buyer’s acquisition of the Membership Interests as provided herein (the “Transaction”), with the Company continuing as a wholly-owned subsidiary of Buyer.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

 

1.

Sale and Purchase of Membership Interests; Closing.

 

 

1.1.

Sale and Purchase.

 

On the Closing Date (as hereinafter defined) Sellers shall sell to Buyer, and Buyer shall purchase from Sellers, the Membership Interests for the Purchase Price (as defined in Section 1.3).

 

 

1.2.

Closing Date.

 

The consummation of the transactions contemplated hereby (the “Closing”) will take place at the offices of Buyer, 00 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000, on the date hereof or such other date that is agreed to in writing by the Company and Buyer (the “Closing Date”), provided that all conditions set forth in Article 6 have either been satisfied or, in the case of conditions not satisfied, waived in writing by the party entitled to the benefit of such conditions. At the Closing, Sellers shall deliver, or cause to be delivered, to Buyer or its designees an assignment and bill of sale transferring to Buyer good title to the Membership Interests, free and clear of any liens, pledges, options, security interests, trusts, encumbrances or other rights or interests of any person or entity, together with any taxes, direct or indirect, attributable to such transfer of the Membership Interests, and Buyer shall thereupon pay to Sellers the Purchase Price.

 

 

1.3.

Purchase Price.

 

The Purchase Price shall be payable on a pro rata basis to the Sellers of 100,000 shares of convertible preferred stock in Buyer. The preferred stock shall have the features as contained in the certificate of designation, which is attached hereto as Exhibit “A.”

 

 

1.4.

Deliveries at Closing by Sellers and the Company.

 

At the Closing, and upon satisfaction or waiver of the conditions set forth in Sections 5.1 and 5.3, each of the Sellers and the Company will deliver or cause to be delivered the instruments, consents, certificates and other documents required of each of them by Section 5.2.

 

 
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1.5.

Deliveries at Closing by Buyer.

 

At the Closing, and upon satisfaction or waiver of the conditions set forth in Sections 5.1 and 5.2, Buyer will deliver or cause to be delivered the instruments, consents, certificates and other documents required of it by Section 5.3.

 

 

2.

Representations and Warranties of Sellers.

 

References in this Article 2 to “Sellers’ Knowledge” means the (i) the actual knowledge of any of the following individuals: Xxxxxxxxx Xxxxxx and Xxxxx Xxxxxx (ii) what any of such named individuals would be reasonably expected to know upon the exercise of reasonable due inquiry. The Sellers jointly and severally (except with respect to Sections 2.23 and 2.24, as to which section each Seller represents and warrants severally in his, her or its individual capacity) represent and warrant to Buyer that as of the date hereof:

 

 

2.1.

Organization and Good Standing.

 

(a) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Arizona, with full limited liability company power and authority to carry on the Business as it is now and has since its organization been conducted, and to own, lease or operate its assets and properties. The Company is duly qualified to do business and is in good standing in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where failure to be so qualified would not have a Material Adverse Effect. For purposes of this Agreement, the term “Material Adverse Effect” shall mean (a) a material adverse effect on the financial condition, properties, business, or results of operations of the Company, taken as a whole, or (b) a material adverse effect on the ability of the Company to perform its respective material obligations under this Agreement; provided, however, that a Material Adverse Effect shall not include any event, changes, effect, development, condition or occurrence arising out of or relating to (i) general economic or political conditions in the United States of America and (ii) conditions generally applicable to the industry in which the Company operates.

 

(b) The Company holds all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals, franchises and other authorizations (collectively, the “Operating Permits”) and has taken all actions required by applicable law or regulations of any supra-national, national, state, municipal or local government (including any subdivision, court, administrative agency, competent authority, notified body or commission or other authority thereof) or any quasi-governmental body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (each a “Governmental Entity,” and collectively “Governmental Entities”) in connection with the Business as now conducted, except where the failure to obtain any such Operating Permits or to take any such action, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect. No Governmental Entity has issued any notice or notification in writing stating that the Company is not in compliance with any Operating Permit.

 

(c) The Company has no subsidiaries and does not otherwise hold any equity, membership, partnership, joint venture or other ownership interest in any individual, corporation, company, partnership, trust, incorporated or unincorporated association, joint venture or other entity of any kind (collectively, a “Person”).

 

(d) The Company has made available to Buyer a true and correct copy of the articles of organization and operating agreement of the Company, each as amended to date (collectively, the “Charter Documents”). The Company is not in violation of any of the provisions of its Charter Documents.

 

 
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2.2.

Ownership of Membership Interests.

 

(a) Sellers own all of the outstanding membership interests of the Company (the “Membership Interests”) in the respective amounts set forth on Schedule 1, free and clear of all liens, encumbrances, security interests, pledges, conditional or installment sale agreements, mortgages, charges and/or any other claim of third parties of any kind (collectively “Liens”). The Membership Interests constitute 100% of the issued and outstanding membership interests in the Company. After giving effect to the transactions contemplated by this Agreement, Xxxxx will own 100% of the Membership Interests. All of the Membership Interests have been, and will be at the Closing, duly authorized, validly issued and outstanding, fully paid and non-assessable. None of the Sellers has granted, issued or agreed to grant or issue and/or will grant, issue or agree to grant or issue any other equity interest in the Company and there are no, nor will there be at the Closing, outstanding options, warrants, subscription rights, securities that are convertible into or exchangeable for, or any other commitments of any character relating to, any equity interest in the Company (collectively “Equity Rights”). No Membership Interests are, or will be at the Closing, subject to any right of first refusal, preemptive, subscription or other similar right under any provision of applicable law or any agreement (collectively “Preemptive Rights”). There are no voting restrictions or restrictions on transfer of the Membership Interests (collectively “Restrictions”).

 

(b) There are no obligations, contingent or otherwise, of the Company to repurchase, redeem or otherwise acquire any of the Membership Interests or to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. The Company does not own or control any equity security or other interest of any other Person. The Company is not a party to any agreement (i) requiring it to acquire any securities or ownership interests in any Person; and/or (ii) requiring it to make any investment in and/or to fund in any manner any Person. Since its inception, the Company has not consolidated or merged with, acquired all or substantially all of the assets of, or acquired the stock of or any interest in any Person.

 

(c) Upon consummation of the transactions contemplated hereby at the Closing, Buyer will own the Membership Interests free and clear of all Liens, Equity Rights, Preemptive Rights and/or Restrictions, except any made by Buyer.

 

 

2.3.

Authorization of Agreement.

 

The Company has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement and all other agreements and instruments to be executed by the Company in connection herewith (together with all other documents to be delivered in connection herewith or therewith, collectively the “Transaction Documents”) have (except for Transaction Documents to be executed and delivered solely by Sellers or Buyer) been duly and validly approved by the Managers and the members of the Company (the “Authorizing Parties”) and no other proceedings on the part of the Company or Sellers is necessary to approve this Agreement and to consummate the transactions contemplated hereby or thereby. This Agreement and the other Transaction Documents to be delivered by the Company have been (or upon execution will have been) duly executed and delivered by the Company, have been effectively authorized by all necessary action, corporate or otherwise, and constitute (or upon execution will constitute) legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms, except as such enforceability may be limited by general principles of equity and bankruptcy, insolvency and other similar laws relating to creditors’ rights (the “Bankruptcy Exception.”)

 

 
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2.4.

Title to Assets.

 

(a) The Company is the lawful owner of each of the tangible assets, whether real, personal, mixed, comprising and employed in the operation of or associated with the Business, other than those Assets which the Company leases, in which case the Company has a valid leasehold interest in such Assets. The Assets owned and/or leased by the Company (collectively the “Assets”) include all of the properties and other assets necessary for the Company to conduct the Business in the manner presently conducted and as currently contemplated to be conducted. The Assets are free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of any kind, except for (a) leases which apply to certain assets which the Company leases from third parties, (b) security interests and liens consented to in writing by Xxxxx and (c) any inchoate statutory liens for real and personal property taxes not yet due or payable. There are no outstanding agreements, options or commitments of any nature obligating the Company to transfer any of the Assets or rights or interests therein to any party.

 

 

2.5.

Financial Condition and Accounting.

 

(a) Financial Statements. The Buyer is in possession of (i) the balance sheets of the Company, as of December 31, 2022 and 2021 and the interim period ended March 31, 2023, and the related statements of income and cash flows for the years ended December 31, 2022 and 2021 and the quarter ended March 31, 2023, which year-end financials and interim financials shall be audited and reviewed, respectively, by independent public accountants at the Buyer’s expenses no later than sixty (60) days from the execution of this Agreement (the “Financial Statements”). The Financial Statements present fairly the financial condition and position and operating results of the Company as of the respective dates thereof and for the periods therein indicated.

 

The Financial Statements reflect the consistent application of accounting principles throughout the periods incurred. The Financial Statements (i) were prepared in accordance with the books and records of the Company; and (ii) were prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied. The books and records of the Company are being maintained in accordance with applicable legal and accounting requirements as necessary to permit the preparation of financial statements in accordance GAAP and to maintain asset accountability.

 

(b) Absence of Certain Changes. Since March 31, 2023, there has not been (i) any change in the assets, liabilities, financial condition, or operations of the Company, other than changes in the ordinary course of business; and/or (ii) any event, circumstance, condition, development or occurrence causing, resulting in, having, or that could reasonably be expected to have, a Material Adverse Effect.

 

 

2.6.

Property.

 

(a) Real Property. The Company does not own or lease any real property.

 

(b) Personal Property. All of the Personal Property has been maintained in accordance with the past practice of the Company and generally accepted industry practice and is in good operating condition and repair (normal wear and tear excepted) sufficient to enable the Company to operate the Business as presently conducted and as currently contemplated to be conducted.

 

 
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2.7.

Intellectual Property.

 

(a) Schedule 2 sets forth a true and complete list of all (a) patents and patent applications, trademark registrations and trademark applications, registered copyrights and copyright applications and domain names that are owned by the Company, and (b) licenses or sublicenses of Intellectual Property to the Company, and licenses and sublicenses of Intellectual Property by the Company to any third party (collectively “Licensed Intellectual Property”). “Owned Intellectual Property” means the Intellectual Property listed on Schedule 2 and all other Intellectual Property owned by the Company. For purposes hereof, “Intellectual Property” means: (i) United States, international, and foreign patents, patent applications and statutory invention registrations, (ii) patentable inventions, discoveries, improvements, ideas, know-how, formula, methodology, processes and technology, (iii) trademarks, service marks, trade names, trade dress, slogans, logos, domain names, and other source identifiers, including registrations and applications for registration thereof, (iv) original works of authorship, copyrightable subject matter, and copyrights, including copyright registrations and/or applications for copyright registration, (v) confidential and/or proprietary information, including trade secrets and/or know-how embodied in any invention, work of authorship, customer list, database, business information, and/or Software, and (vi) inventions, extensions, modifications, or enhancements of the Software or related to the Software. For purposes hereof, “Software” means all computer software developed by or on behalf of the Company, or used by the Company, including all computer software in any form (such as, source code, object code, assembler code, microcode, etc.), libraries, user-interfaces (including graphical user-interfaces, application programming interfaces (APIs), and other software interfaces), and databases operated by the Company or used by the Company in any way, including use in internal Company operations, testing (including alpha and beta tests), licensing, marketing, sales, and/or in connection with processing customer orders, storing customer information, or storing and archiving data.

 

(b) To Sellers’ Knowledge, the use of the Owned Intellectual Property and the Licensed Intellectual Property by the Company in the ordinary course of business as currently conducted and as currently contemplated to be conducted does not conflict with or infringe upon, violate or misappropriate the Intellectual Property rights of any third party. No claim has been asserted that the use of such Intellectual Property in the ordinary course of business does or may conflict with or infringe upon, violate or misappropriate the Intellectual Property rights of any third party.

 

(c) Except with respect to Open Source Materials (as defined in clause (d) below) disclosed in Schedule 2, the Company is the exclusive owner of the entire and unencumbered right, title and interest in each item of Owned Intellectual Property in the United States and worldwide, and to Sellers’ Knowledge the Company is entitled to use all such Owned Intellectual Property in the ordinary course of business in the United States and worldwide, subject only to the terms of the licenses of the Owned Intellectual Property granted by the Company to its customers in the ordinary course of business. The Company has the right to use each item of Licensed Intellectual Property as provided in the license agreements therefor, and to Sellers’ Knowledge the Company is entitled to use all such Licensed Intellectual Property in the ordinary course of business as currently conducted and as currently contemplated to be conducted, subject only to the terms of the licenses of the Licensed Intellectual Property granted by the licensors thereof. True and complete copies of all agreements and documents with respect to the Licensed Intellectual Property and the Owned Intellectual Property have been made available to Buyer.

 

(d) “Open Source Materials” means materials (i) subject to any license that requires as a condition of use, modification and/or distribution thereof, that such materials, or materials combined and/or distributed with such materials be (A) disclosed or distributed in source code or similar form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge or (ii) subject to any license or right that the Open Source Initiative has recognized or approved as an open source license. Except as disclosed in Schedule 2, the Company has not (a) incorporated Open Source Materials into, or combined Open Source Materials with, the Company’s products or any Intellectual Property owned or used by the Company, (b) distributed Open Source Materials in conjunction with the Company’s products or any Intellectual Property owned or used by the Company, or (c) used Open Source Materials in a manner that would make the Company’s products or any Intellectual Property owned or used by the Company, or any part thereof, Open Source Materials.

 

 
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(e) The Owned Intellectual Property and the Licensed Intellectual Property include all of the Intellectual Property and Software used in the Business and the ordinary day-to-day operations of the Company, and there are no other items of Intellectual Property or Software that are material to the Business and/or such ordinary day-to-day operations. The Owned Intellectual Property and, to Seller’s Knowledge, any Intellectual Property licensed to the Company under the Licensed Intellectual Property, is (i) to Seller’s Knowledge, subsisting, valid and enforceable, and (ii) has not been adjudged invalid or unenforceable in whole or part.

 

(f) No legal proceedings have been asserted, are pending, or, to Sellers’ Knowledge, threatened against the Company (i) based upon or challenging or seeking to deny or restrict the use by the Company of any of the Owned Intellectual Property or Licensed Intellectual Property, (ii) alleging that any services provided by, processes used by, or products manufactured or sold by the Company infringe upon or misappropriate any Intellectual Property right of any third party, or (iii) alleging that any Intellectual Property licensed under the Licensed Intellectual Property infringes upon any Intellectual Property right of any third party or is being licensed or sublicensed in conflict with the terms of any license or other agreement.

 

(g) To Sellers’ Knowledge, no person is engaging in any activity that infringes upon the Owned Intellectual Property or any Intellectual Property licensed to the Company under the Licensed Intellectual Property. Except as set forth in Schedule 2, the Company has not granted any license or other right to any third party with respect to the Owned Intellectual Property or Licensed Intellectual Property. The consummation of the transactions contemplated by this Agreement will not result in the termination, cancellation and/or impairment of any of the Owned Intellectual Property and/or the Licensed Intellectual Property.

 

(h) Correct and complete copies of all the licenses and sublicenses of the Licensed Intellectual Property to which the Company is a party have been made available to Buyer. With respect to each such license and sublicense: (i) such license and sublicense is valid and binding and in full force and effect and represents the entire agreement between the respective licensor and licensee with respect to the subject matter of such license or sublicense; (ii) such license or sublicense will not cease to be valid and binding and in full force and effect on terms identical to those currently in effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such license or sublicense or otherwise give the licensor or sublicensor a right to terminate such license or sublicense; (iii) the Company has not (i) received any notice of termination or cancellation under such license or sublicense; (ii) received any notice of a breach or default under such license or sublicense, which breach has not been cured, nor (iii) granted to any other third party any rights, adverse or otherwise, under such license or sublicense that would constitute a breach of such license or sublicense; and (iv) neither the Company, nor, to Sellers’ Knowledge, any other party to such license or sublicense is in breach or default in any material respect, and, to the Sellers’ Knowledge, no event has occurred that, with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration under such license or sublicense.

 

(i) To Sellers’ Knowledge, the Software is free of all viruses, worms, Trojan horses and other material known contaminants, and does not contain any problems of a material nature or have an adverse impact on the operation of other software programs or operating systems, and no rights in the Software have been transferred to any third party.

 

 
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(j) The Company has have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of its customer lists and customer information, trade secrets, source code and other confidential Intellectual Property. To Sellers’ Knowledge (i) there has been no misappropriation of any material trade secrets or other material confidential Intellectual Property of the Company by any Person, (ii) no employee, independent contractor or agent of the Company has misappropriated any trade secrets of any other Person in the course of such performance as an employee, independent contractor or agent and (iii) no employee, independent contractor or agent of the Company is in default or breach of any term of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of Intellectual Property.

 

(k) No current and former employee, director, and/or officer of the Company has any rights whatsoever to any of the Owned Intellectual Property and/or the Licensed Intellectual Property. Neither the Sellers nor the Company believes it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company.

 

 

2.8.

No Conflict or Violation.

 

The execution, delivery and performance by Sellers and the Company of this Agreement and the other Transaction Documents to be delivered by Sellers and/or the Company and the consummation of the transactions contemplated hereby and thereby do not and will not (with or without notice or passage of time): (i) violate or conflict with any provision of the Charter Documents; (ii) violate any provision or requirement of any domestic or foreign, federal, state, or local law, statute, judgment, order, writ, injunction, decree, award, rule, or regulation of any Governmental Entity applicable to the Company and/or the Business; (iii) violate, result in a breach of, constitute (with due notice or lapse of time or both) a default or cause any obligation, penalty, premium or right of termination to arise or accrue under any Intellectual Property licenses or agreements and/or any Contract (as hereinafter defined); (iv) result in the creation or imposition of any Lien of any kind whatsoever upon any of the Membership Interests and/or Assets of the Company or the Business; or (v) result in the cancellation, modification, revocation or suspension of any material license, permit, certificate, franchise, authorization or approval issued or granted by any Governmental Entity (each a “License,” and collectively, the “Licenses”).

 

 

2.9.

Consents.

 

Schedule 3 lists all consents and notices required to be obtained or given by or on behalf of Sellers and/or the Company in connection with the consummation of the transactions contemplated by this Agreement and the Transaction Documents in compliance with all applicable laws, rules, regulations, or orders of any Governmental Entity, the provisions of any material Contract and/or any Intellectual Property license or agreement, and all such consents have been duly obtained and are in full force and effect, except where the failure to obtain such consent will not have a Material Adverse Effect

 

 

2.10.

Labor and Employment Matters.

 

There are no employment agreements, collective bargaining agreements or other labor agreements to which the Company is a party or by which it is bound.

 

 
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2.11.

Litigation.

 

There are no claims, actions, suits, or proceedings of any nature pending or, to Sellers’ Knowledge, threatened by or against the Company, the managers, or members of the Company, or any of their respective Affiliates, including without limitation those involving, affecting or relating to (i) the Business, any Assets, properties, prospects and/or operations of the Company, (ii) any Contracts, (iii) any Owned Intellectual Property, (iv) any Licensed Intellectual Property, and/or (v) the transactions contemplated by this Agreement (collectively “Claims”). For purposes of this Agreement, “Affiliate” shall have the meaning ascribed to such term in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or Governmental Entity. To Sellers’ Knowledge, no Governmental Entity is currently investigating or planning to investigate the Company. There is no action, suit, proceeding or investigation by the Company currently pending against any third party or which the Company intends to initiate.

 

 

2.12.

Certain Agreements.

 

(a) Schedule 4 lists all material contracts, subcontracts, agreements, instruments, licenses, sublicenses, commitments, understandings, letters of intent, term sheets and other arrangements to which the Company currently is a party relating to or affecting (i) the Business, (ii) any of the Company’s Assets, properties, prospects and/or operations, and/or (iii) the Membership Interests, including, without limitation, all written or oral (i) contracts, agreements, subcontracts, memorandum of understanding, and commitments not made in the ordinary course of business, (ii) contracts, agreements, subcontracts, memorandum of understanding, and commitments, which by their terms require aggregate payments by or to the Company of an amount in excess of $25,000, (iii) service, maintenance and other customer contracts, (iv) contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes and other documents or arrangements relating to the borrowing of money or for lines of credit, (v) tax sharing agreements, real property leases or any subleases relating thereto, any material agreement relating to service agreements and insurance contracts, (vi) agreements and other arrangements for (A) the purchase, acquisition, sale, lease, disposition, transfer, assignment, license and/or sublicense in any manner of any Assets, property, rights other than in the ordinary course of business, or (B) for the grant of any options or preferential rights to purchase any assets, property or rights, (vii) documents pursuant to which the Company has granted any power of attorney with respect to its affairs, (viii) suretyship contracts, performance bonds, working capital maintenance or other forms of guaranty agreements, (ix) contracts or commitments limiting or restraining the Company or any of its employees or Affiliates from engaging or competing in any lines of business or with any person or entity, (x) agency, brokerage, partnership or joint venture agreements, (xi) agreements relating to the issuance of any securities of the Company or the granting of any voting, transfer, rights of first refusal, preemptive rights, co sale rights, tag along rights drag along rights, registration rights and/or any similar rights with respect thereto, (xii) employment contracts or other contracts to or with individual current, former or prospective employees, consultants or agents, (xiii) collective bargaining agreements or other contracts to or with any labor unions or other employee representatives, groups of employees, (xiv) joint ventures or other contracts providing for payments based in any manner on the revenues or profits of the Company and/or the Business, (xv) contracts, agreements and commitments related to the purchase, acquisition, sale, lease, disposition, assignment, transfer, license and/or sub license in any manner of any Owned Intellectual Property and/or Leased Intellectual Property, (xvi) letters of intent, term sheets, memorandums of understanding, contracts, agreements and/or commitments related to the sale of the membership interests and /or any Assets of the Company other than in the ordinary course, (xvii) contracts, agreements and commitments related to granting or restricting the development, manufacture, marketing, sale, use or distribution of the Company’s products or services, (xviii) contracts, agreements and commitments related to the indemnification by the Company with respect to infringements of Intellectual Property and/or other rights, (xix) contracts, agreements and commitments related to the sharing of revenues, profits, losses, costs, or liabilities by the Company with any other Person, (xx) contracts, agreements and commitments with any shareholder, officer, director or consultant of the Company (including any Affiliate of any such person), (xxi) contracts, agreements and commitments related to confidentiality or nondisclosure requirements, (xxii) term sheets, letters of intent, memorandums of understanding, contracts, agreements and commitments of any kind related to any actual or proposed recapitalization, merger or similar transaction with respect to the Company which would effect a change in control of the Company and (xxiii) all amendments, modifications, extensions or renewals of any of the foregoing (each a “Contract,” and collectively, the “Contracts”). True and complete copies of all Contracts have been made available to Buyer. There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts payable by or to the Company under any Contract and to Sellers’ Knowledge and the Company, no oral or written demand for such renegotiation has been made.

 

 
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(b) Each Contract is valid, binding and enforceable against the Company in accordance with its terms, except as such enforceability may be limited by the Bankruptcy Exception, and is in full force and effect on the date hereof. Upon consummation of the transactions contemplated by this Agreement, each Contract shall continue to be valid, binding, enforceable and in full force and effect without penalty or other adverse consequence. The Company has performed all material obligations required to be performed by it under, and is not in default or breach of, any Contract, and no event has occurred which, with due notice or lapse of time or both, would constitute such a material default or breach by the Company.

 

(c) To Sellers’ Knowledge, no other party to any Contract is in default or breach in respect thereof, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach.

 

 

2.13.

Compliance with Applicable Law.

 

The Company has complied with all laws, rules, statutes, ordinances, regulations and requirements of all Governmental Entities (“Applicable Laws”). The Company is not in violation of any Applicable Law that would result in a Material Adverse Effect. The Business and the operations of the Company are being conducted in all material respects in accordance with all Applicable Laws of all Governmental Entities having jurisdiction over the Company or its Assets, properties or operations, including, without limitation, all such Applicable Laws, orders and requirements relating to the Business except in any case where the failure to so conduct its operations would not have a Material Adverse Effect. The Company has not received any notice of any violation of any Applicable Law, order or other legal requirement. The Company is not in default with respect to any order, writ, judgment, award, injunction or decree of any Governmental Entity, applicable to the Company, the Business and/or any of its Assets, properties or operations.

 

 

2.14.

Licenses.

 

(a) Schedule 5 lists all Licenses issued or granted to the Company. The Licenses constitute all Licenses required, and consents, approvals, authorizations and other requirements prescribed, by any law, rule or regulation which must be obtained or satisfied by the Company, in connection with the Business or that are necessary for the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents. The Licenses are sufficient and adequate in all material respects to permit the continued lawful conduct of the Business in the manner now conducted and as currently contemplated to be conducted and the ownership, occupancy and operation of the Company’s properties and the execution, delivery and performance of this Agreement. No jurisdiction in which the Company is not qualified or licensed as a foreign business entity has demanded or requested in writing that it qualify or become licensed as a foreign business entity.

 

 
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(b) Each License has been issued to, and duly obtained and fully paid for and is valid, in full force and effect, enforceable in accordance with its terms subject to the Bankruptcy Exception, and not subject to any pending or known threatened administrative or judicial proceeding to suspend, revoke, cancel or declare such License invalid in any respect. The Company is not in violation in any material respect of any of the Licenses. The Licenses have never been suspended, revoked or otherwise terminated, subject to any fine or penalty, or subject to judicial or administrative review, for any reason other than the renewal or expiration thereof.

 

 

2.15.

Intercompany and Affiliate Transactions; Insider Interests.

 

(a) Other than agreements disclosed on Schedule 4, there are no contracts, transactions, agreements or arrangements, written or oral, of any kind, direct or indirect, between the Company and (a) any of the Sellers, (b) any manager, member, or officer of the Company, and/or (c) any Affiliate and/or any immediate family member of any of the foregoing persons. All of the foregoing contracts, transactions, agreements and arrangements are referred to as the “Related Party Agreements.” The Related Party Agreements include, without limitation, loans, guarantees and/or pledges to, by or for the Company as well as those from, to, by or for any of the foregoing persons, which are currently in effect.

 

(b) (i) none of the Sellers, (ii) no manager, member, or officer of the Company, and (iii) no Affiliate and/or any immediate family member of any of the foregoing persons, now has, or within the last three (3) years had, either directly or indirectly:

 

(A) an equity or debt interest in any corporation, partnership, joint venture, association, organization or other Person or entity which furnishes, sells supplies, or during such period furnished, sold or supplied, services or products to the Company, or purchased, or during such period purchased from the Company, any goods or services, or otherwise does, or during such period did, business with the Company;

 

(B) a beneficial interest in any Contract, commitment or agreement to which the Company is or was a party or under which it was obligated or bound or to which its properties may be or may have been subject;

 

(C) any rights in or to any of the Intellectual Property, Assets, properties and/or rights owned or licensed by the Company and/or used by the Company in the Business, including, but not limited to, any rights as a secured party, lender and/or debt holder;

 

(D) an equity or debt interest in any corporation, partnership, joint venture, association, organization or other Person or entity which is directly or indirectly in competition with the Company; or

 

(E) the right to receive any payments of any kind from the Company.

 

 

2.16.

Insurance.

 

The Company has no insurance policies of any nature whatsoever that insure the business, operations or employees of the Company or affect or relate to the ownership, use or operation of any of the assets of the Company.

 

 
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2.17.

No Undisclosed Liabilities.

 

Except as and to the extent specifically reflected or reserved against in the most recent Financial Statements and except as incurred in the ordinary course of business since the date of the most recent Financial Statements and except for obligations arising under those contracts and agreements to which the Company is party as described in Schedule 4 (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law), the Company has no material debt, liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, and whether due or to become due (including, without limitation, any liability for taxes and interest, penalties and other charges payable with respect to any such liability or obligation), and to Sellers’ Knowledge, no facts or circumstances exist which, with notice or the passage of time or both, could reasonably be expected to result in any material claims against or obligations or liabilities of the Company.

 

 

2.18.

Taxes.

 

(a) For purposes of this Agreement, the following terms shall have the meanings specified below: (i) “Tax” or “Taxes” means all taxes, including, without limitation, all net income, gross receipts, sales, use, withholding, payroll, employment, social security, unemployment, excise, utility property and all other taxes applicable to the Company, plus applicable penalties and interest thereon. (ii) “Tax Liabilities” means all liabilities for Taxes. (iii) “Tax Return” shall mean all reports and returns required to be filed with respect to Taxes.

 

(b) The Company was formed in March 2020 and has filed all tax returns required.

 

(c) Tax Sharing Agreements. The Company is not a party to any tax-sharing or tax-indemnity agreement and the Company has not otherwise assumed by contract or otherwise the Tax Liability of any other person.

 

(d) No Liens. None of the Assets of the Company are subject to any liens in respect of Taxes (other than for current Taxes not yet due and payable).

 

 

2.19.

Environmental Matters.

 

(a) The Company complies in all material respects with all Applicable Laws, regulations and other requirements of Governmental Entities or duties under common law relating to toxic or hazardous substances, wastes, pollution or to the protection of health, safety or the environment.

 

(b) There are no pending or, to Sellers’ Knowledge, threatened administrative, judicial or regulatory proceedings, or, to Sellers’ Knowledge, any threatened actions or claims, or any consent decrees or other agreements in effect that relate to environmental conditions in, on, under, about or related to the Company.

 

 

2.20.

Brokers or Finders.

 

No agent, broker, finder, investment banker, financial advisor or other person is entitled to any brokerage, finder’s or other fee or commission in connection with any of the transactions contemplated by this Agreement, based upon arrangements made by or on behalf of the Sellers (“Sellers’ Broker Fees”). The Sellers shall be solely responsible for the payment of any and all Sellers’ Broker Fees due any agent, broker, finder, investment banker, financial advisor or other person in connection with the transactions contemplated by this Agreement.

 

 
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2.21.

Minute Books.

 

The minute books of the Company made available to Buyer contain complete and accurate copies of all meetings of managers and members since the time of organization of the Company. All prior corporate and company actions on behalf of the Company have been properly authorized and ratified by the officers, managers and/or members of the Company in accordance with Applicable Laws and the Charter Documents.

 

 

2.22.

Disclosure.

 

Buyer has engaged in a due diligence process, and in connection with that process (i) Sellers have made available to Buyer all the information reasonably available to Sellers that Xxxxx has requested for deciding whether to enter into this Agreement and consummate the transactions contemplated hereby and all information that Sellers believe is reasonably necessary to enable Buyer to make such decisions and (ii) none of the Sellers has knowingly withheld any material fact with respect to any of the representation or warranties made by the Sellers. In light of the due diligence process mentioned above, to Sellers’ Knowledge, no representation or warranty of Seller contained in this Agreement and the exhibits attached hereto, any certificate furnished or to be furnished to Buyer at the Closing (when read together) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.

 

 

2.23.

Ownership of Membership Interests; Authorization of Agreement.

 

Each Seller, severally and not jointly, makes the following representations and warranties to Buyer:

 

(a) Such Seller owns the Membership Interests set forth opposite his, her or its name in the respective amounts set forth on Schedule 1, free and clear of all Liens.

 

(b) Such Seller has full legal right, power and authority to enter into this Agreement and to sell and deliver the Membership Interests owned by him, her or it in the manner provided herein. Such Seller has duly and validly executed this Agreement and has duly and validly executed and delivered all other agreements contemplated hereby, and each of this Agreement and such other agreements constitutes a valid, binding and enforceable obligation of such Seller in accordance with its terms.

 

(c) The execution, delivery and performance of this Agreement and the other agreements contemplated hereby by such Seller, and the consummation of the transactions contemplated hereby or thereby, will not require, on the part of such Seller, any consent, approval, authorization or other order of, or any filing with, any Governmental Entity, or under any contract, agreement or commitment to which such Seller is a party or by which such Seller or its property is bound, and will not constitute a violation on the part of such Seller of any law, administrative regulation or ruling or court decree, or any contract, agreement or commitment, applicable to such Seller or its property.

 

(d) With respect to Sellers that are not natural persons, this Agreement and all other agreements and instruments to be executed by such Seller in connection herewith have been duly and validly approved by the board of directors or other governing body of such Seller and no other proceedings on the part of such Seller is necessary to approve this Agreement and to consummate the transactions contemplated hereby or thereby.

 

 

2.24.

Investment Representations.

 

(a) Sellers understand that the preferred stock to be issued by Xxxxx has not been registered under the Securities Act or any other applicable securities laws. Sellers also understand that the preferred stock is being offered and issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(a)(2) and/or Regulation D of the Securities Act. Sellers acknowledge that Buyer will rely on Sellers’ representations, warranties and certifications set forth below for purposes of determining Sellers’ suitability as an investor in the preferred stock and for purposes of confirming the availability of the Section 4(a)(2) and/or Regulation D exemption from the registration requirements of the Securities Act. Sellers represent that they are either accredited investors or sophisticated investors as those terms are used under the federal securities laws.

 

 
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(b) Sellers have received all the information Sellers consider necessary or appropriate for deciding whether to acquire the preferred stock from Buyer. Sellers understand the risks involved in an investment in the preferred stock of Buyer. Sellers further represent that Sellers have had an opportunity to ask questions and receive answers from Buyer regarding the terms and conditions of the offering of the preferred stock and the business, properties, prospects, and financial condition of Buyer and to obtain such additional information (to the extent Buyer possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Sellers or to which Sellers have access.

 

(c) Sellers are acquiring the preferred stock for Sellers’ own accounts for investment only and not with a view towards their resale or “distribution” (within the meaning of the Securities Act) of any part of the preferred stock.

 

(d) Sellers understand that the preferred stock may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act and any other applicable securities laws or pursuant to an exemption therefrom, and in each case in compliance with the conditions set forth in this Agreement. Sellers acknowledge and are aware that the preferred stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until Sellers have held the preferred stock for the applicable holding period under Rule 144.

 

(e) Sellers acknowledge and agree that each certificate representing the preferred stock shall bear a legend substantially in the following form:

 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

 

 

3.

Representations and Warranties of Buyer.

 

References in this Article 4 to Buyer’s “knowledge” means, unless provided otherwise, (i) the actual knowledge of the senior management personnel of Xxxxx and (ii) what the senior management personnel of Buyer would reasonably be expected to know upon the exercise of reasonable due inquiry. Buyer represents and warrants to the Sellers that as of the date hereof:

 

 

3.1.

Organization and Corporate Authority.

 

(a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with full corporate power and authority to carry on its business as it is now and has since its organization been conducted, and to own, lease or operate its assets and properties. Xxxxx is duly qualified to do business and is in good standing in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where failure to be so qualified would not have a Material Adverse Effect with respect to Buyer and its operations.

 

 
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(b) Buyer has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement and all other agreements and instruments to be executed by Buyer in connection herewith (together with all other documents to be delivered in connection herewith or therewith, (collectively the “Transaction Documents”) have (except for Transaction Documents to be executed and delivered solely by the Sellers and/or the Company) been duly executed and delivered by Buyer, have been effectively authorized by all necessary action, corporate or otherwise, and constitute (or upon execution will constitute) legal, valid and binding obligations of Buyer, enforceable in accordance with their respective terms, except as such enforceability may be limited by the Bankruptcy Exception.

 

 

3.2.

SEC Filings.

 

As of their respective dates, Xxxxx’s filings with the Securities and Exchange Commission (the “SEC Documents”) were timely filed and complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder applicable to Buyer’s SEC Documents. Xxxxx’s SEC Documents constitute all of the documents and reports that Xxxxx was required to file with the SEC and the rules and regulations promulgated thereunder by the SEC. As of the time filed with the SEC (or, if amended or suspended by a filing prior to the date of this Agreement, then on the date of such filing) none of Buyer’s SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The SEC has not initiated any inquiry, investigation or proceeding in respect of Xxxxx and Xxxxx is not aware of any such event, and does not have any information which it believes would result in the SEC initiating an inquiry, investigation or proceeding with respect to Buyer, or otherwise affect the registration of the securities of Buyer. As of the date of this Agreement, there are no outstanding comment letters or unanswered correspondence from the SEC, FINRA, DTC or NASDAQ.

 

 

3.3.

No Conflict or Violation.

 

The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to be executed and delivered by Xxxxx and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) violate or conflict with any provision of the organizational documents of Buyer; or (ii) to Buyer’s knowledge, violate in any material respect any provision or requirement of any domestic or foreign, national, state or local law, statute, judgment, order, writ, injunction, decree, award, rule, or regulation of any Governmental Entity applicable to Buyer.

 

 

3.4.

Litigation.

 

There are no material claims, actions, suits, or proceedings of any nature pending or, to the knowledge of Buyer, threatened by or against Buyer, the officers, directors, employees, agents of Buyer, or any of their respective Affiliates involving, affecting or relating to any assets, properties or operations of Buyer or any of its Affiliates or the transactions contemplated by this Agreement. Buyer is not subject to any order, writ, judgment, award, injunction or decree of any Governmental Entity.

 

 
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3.5.

Consents.

 

There are no consents or notices required to be obtained or given by or on behalf of Buyer before consummation of the transactions contemplated by this Agreement and Buyer is in compliance with all applicable laws, rules, regulations, or orders of any Governmental Entity, or the provisions of any material contract of which Buyer is a party to, and all such consents have been duly obtained and are in full force and effect, except where the failure to obtain such consent will not have a material effect on the operation of Buyer’s business.

 

 

3.6.

Compliance with Applicable Law.

 

The operations of Buyer are, and have been, conducted in all material respects in accordance with all applicable laws, regulations, orders and other requirements of all Governmental Entities having jurisdiction over Buyer or its assets, properties or operations, including, without limitation, all such laws, regulations, orders and requirements relating to Buyer’s business except in any case where the failure to so conduct its operations would not have a material effect on the operation of Buyer’s business. Buyer has not received any notice of any violation of any such law, regulation, order or other legal requirement, and is not in default with respect to any order, writ, judgment, award, injunction or decree of any Governmental Entity, applicable to Buyer or any of its assets, properties or operations.

 

 

3.7.

Brokers or Finders.

 

No agent, broker, finder, investment banker, financial advisor or other person is entitled to any brokerage, finder’s or other fee or commission in connection with any of the transactions contemplated by this Agreement, based upon arrangements made by or on behalf of Buyer (“Xxxxx’s Broker Fees”). Buyer shall be solely responsible for the payment of any and all Buyer’s Broker Fees due any agent, broker, finder, investment banker, financial advisor or other person in connection with the transactions contemplated by this Agreement.

 

 

4.

Covenants and Certain Understandings and Agreements of the Parties.

 

 

4.1.

Confidentiality.

 

After the Closing, Sellers will keep the matters contemplated herein, all information about the Company or the Business, and all information provided by Buyer related to Buyer, confidential, and will not provide information about such matters to any party or use such information except to the extent necessary to effect the transactions contemplated hereby. Buyer will keep the matters contemplated herein and all information provided by Sellers related to the Sellers confidential, and will not provide information about such matters to any party or use such information except to the extent necessary to effect the transactions contemplated hereby or as required by applicable law. Buyer and the Sellers shall each cause their respective Affiliates, officers, directors, employees, agents, and advisors to keep confidential all information received in connection with the transactions contemplated hereby. The confidentiality restrictions set forth herein shall not apply to information that (i) was in the public domain before the date of this Agreement or subsequently came into the public domain other than as a result of disclosure by the party to whom the information was delivered; (ii) was lawfully received by a party from a third party free of any obligation of confidence of or to such third party; or (iii) is required to be disclosed in a judicial or administrative proceeding after giving the other party as much advance notice of the possibility of such disclosure as practicable so that the other party may attempt to limit such disclosure.

 

 
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4.2.

Further Assurances.

 

Upon the reasonable request of a party or parties hereto at any time after the Closing Date, the other party or parties shall forthwith execute and deliver such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as the requesting party or parties or its or their counsel may reasonably request in order to effectuate the purposes of this Agreement.

 

 

4.3.

Management of the Company and Compensation

 

At Closing, Xxxxxxxxx Xxxxxx shall be appointed as the Chief Executive Officer of the Company and a manager of the Company. Buyer shall have the right to select two individuals to serve as managers of the Company. The Company’s managers shall be responsible for setting compensation for management and officers of the Company.

 

 

4.4.

Financial Statement Audit.

 

At Closing or sometime thereafter, the Company shall, at Buyer’s expense, provide Buyer with audited financials prepared in accordance with United States generally accepted accounting principles by independent accountants registered with the United States PCAOB (the “Auditors”) for the Company and any predecessor business, as Buyer may determine to be required under SEC rules and regulations. Buyer shall file these financials in an amended 8-K within 71 days of Closing, as Buyer may determine to be required under SEC rules and regulations.

 

 

4.5.

Financing.

 

As of the Closing or shortly thereafter, Buyer shall provide funding to the Company the equivalent of its monthly expenses to be expended by management of the Company in accordance with the Company’s business plan (subject to change by management of the Company in accordance with the board’s business judgment and fiduciary duties to Buyer); and thereafter, Buyer shall provide additional funding to the Company through a Regulation A+ Offering or other offering type to be paid by Buyer.

 

 

4.6.

No Shop.

 

Until the Closing, neither Buyer nor the Sellers shall enter into or negotiate any similar contact or arrangement with any other Person, without the express written approval of the other parties hereto.

 

 

4.7.

Termination of Company Operating Agreement.

 

Immediately as of Closing, the Company and the Sellers hereby irrevocably agree that that certain Operating Agreement dated as of March 1, 2023, as it may have been amended from time to time, is terminated and is null and void and of no further force or effect, and that no party thereto shall have any duty, liability or obligation thereunder.

 

 

5.

Conditions to Closing.

 

 

5.1.

Conditions to Obligations of Each Party.

 

The obligations of the Sellers, on the one hand, and Xxxxx, on the other hand, to consummate the transactions contemplated hereby are subject to the fulfillment, at or before the Closing Date, of the conditions set forth in this Section 5.1, any one or more of which may be waived in writing by the party entitled to the benefit of such condition.

 

 
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(a) No Action or Proceeding. No preliminary or permanent injunction or other order issued by any Governmental Entity that declares this Agreement invalid in any material respect or prevents or would be violated by the consummation of the transactions contemplated hereby, or which materially adversely affects the assets, properties, operations, net income or financial condition of the Company, is in effect; and no action or proceeding has been instituted or threatened by any Governmental Entity, other person, or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement, the result of which could constitute a Material Adverse Change.

 

(b) Compliance with Law. There shall have been obtained all permits, approvals, and consents of all Governmental Entities that counsel for Buyer or for the Seller may reasonably deem necessary or appropriate so that consummation of the transactions contemplated by this Agreement will be in compliance with applicable law.

 

 

5.2.

Conditions to Obligations of Buyer.

 

The obligations of Buyer to consummate the transactions contemplated hereby are subject to the fulfillment to Buyer’s reasonable satisfaction, at or before the Closing Date, of the conditions set forth in this Section 5.2, any one or more of which may be waived by Xxxxx in writing in its discretion:

 

(a) Additional Closing Documents of the Sellers. Buyer has received, or is receiving at the Closing, all of the following, each duly executed by the parties thereto (other than Buyer) and dated the Closing Date (or an earlier date satisfactory to Buyer), in form and substance satisfactory to Buyer: (i) Copies of the resolutions of the managers of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to be delivered by the Sellers and the Company and the consummation of the transactions contemplated hereby and thereby, (ii) A certificate of existence/good standing issued by the Secretary of State of Nevada as of a recent date prior to Closing for the Company.

(iii) For Sellers that are not natural persons, certificates of authority with respect to the persons signing and delivering documents on behalf of such Seller and evidence of approval of the transactions contemplated by this Agreement with respect to such Seller.

 

(b) Consents and Approvals. All required consents, waivers, authorizations and approvals of any Governmental Entity, and of any other Person or entity, required under the Contracts, Licenses, or otherwise in connection with the execution, delivery and performance of this Agreement shall have been duly obtained in form reasonably satisfactory to Buyer, shall be in full force and effect on the Closing Date and the original executed copies shall have been delivered to Buyer on or before the Closing Date.

 

(c) Other Obligations. The Sellers shall have paid and satisfied in full the Sellers’ Brokers Fees and any other payments and/or monetary obligations of any kind whatsoever that become due and/or payable by the Company and/or the Sellers to any Person as a result of the purchase of the Membership Interests, the consummation of any transaction contemplated by this Agreement.

 

 

5.3.

Conditions to Obligations of the Sellers.

 

The obligations of the Sellers to consummate the transactions contemplated hereby are subject to the fulfillment, at or before the Closing Date, of the conditions set forth in this Section 5.3, any one or more of which may be waived by the Sellers Representative in writing in its discretion:

 

(a) Additional Closing Documents of Buyer. Xxxxx has executed and delivered, or is executing and delivering at the Closing copies, certified by an authorized officer of Buyer, of resolutions of its board of directors authorizing the execution and delivery of this Agreement and the other Transaction Documents to be delivered by Xxxxx and the consummation of the transactions contemplated hereby.

 

 
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(b) The Cash Payment. The Buyer shall have filed the certificate of designation with the authorities in Nevada for the preferred stock and paid the equity under the Purchase Price, as described in Section 1.3.

 

(c) Consents and Approvals. All required consents, waivers, authorizations and approvals of any Governmental Entity, and of any other person or entity, needed by the Buyer in connection with the execution, delivery and performance of this Agreement shall have been duly obtained in form reasonably satisfactory to the Sellers, shall be in full force and effect on the Closing Date and the original executed copies shall have been delivered to the Sellers on or before the Closing Date.

 

(d) Other Obligations. The Buyer shall have paid and satisfied in full the Buyer’s Brokers Fees and any other payments and/or monetary obligations of any kind whatsoever that become due and/or payable by Buyer to any Person as a result of the purchase of the Membership Interests, the consummation of any transaction contemplated by this Agreement.

 

 

6.

Miscellaneous.

 

 

6.1.

Notices.

 

All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given upon personal delivery or three (3) calendar days after being mailed by certified or registered mail, postage prepaid, return receipt requested, or one (1) business day after being sent via a nationally recognized overnight courier service if overnight courier service is requested from such service or upon receipt of electronic or other confirmation of transmission if sent via facsimile, to the parties, their successors in interest or their assignees at the following addresses and telephone numbers, or at such other addresses or telephone numbers as the parties may designate by written notice in accordance with this Section 6.1:

 

If to Buyer:      Authentic Holdings, Inc.

00 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000

Attention: President

 

If to the Sellers: See Schedule 1

 

If to the Company: See Signature Page

 

 

6.2.

Assignability and Parties in Interest.

 

This Agreement and the rights, interests or obligations hereunder may not be assigned by any of the parties hereto without the prior written consent of the other parties hereto. This Agreement shall inure to the benefit of and be binding upon Buyer and the Sellers and their respective permitted successors and assigns. Nothing in this Agreement will confer upon any person or entity not a party to this Agreement, or the legal representatives of such person or entity, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement except in connection with permitted assignments as provided above.

 

 

6.3.

Governing Law.

 

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to its conflicts-of-law principles.

 

 
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6.4.

Counterparts.

 

Facsimile transmission of any signed original document and/or retransmission of any signed facsimile transmission will be deemed the same as delivery of an original. At the request of any party, the parties will confirm facsimile transmission by signing a duplicate original document. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument.

 

 

6.5.

Publicity.

 

Buyer shall issue a press release and file a Form 8-K with the SEC with respect to the transactions contemplated hereby within four (4) days after of executing this Agreement.

 

 

6.6.

Complete Agreement.

 

This Agreement, the exhibits and schedules hereto, and the other Transaction Documents contain or will contain the entire agreement between the parties hereto with respect to the transactions contemplated herein and therein and shall supersede all previous oral and written and all contemporaneous oral negotiations, commitments, and understandings, including but not limited to the Letter of Intent March 14, 2023.  

 

 

6.7.

Modifications, Amendments and Waivers.

 

No supplement, modification, or amendment of this Agreement will be binding unless executed in writing by all of the parties hereto. No waiver of any of the provisions of this Agreement will be considered, or will constitute, a waiver of any of the rights or remedies, at law or equity, of the party entitled to the benefit of such provisions unless made in writing and executed by the party entitled to the benefit of such provision. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision, whether or not similar.

 

 

6.8.

Headings; References.

 

The headings contained in this Agreement and the other Transaction Documents are for reference purposes only and shall not affect in any way the meaning, construction or interpretation of this Agreement and the other Transaction Documents. References herein to Articles, Sections, Schedules and Exhibits refer to the referenced Articles, Sections, Schedules or Exhibits hereof unless otherwise specified.

 

 

6.9.

Severability.

 

Any provision of this Agreement which is invalid, illegal, or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal, or unenforceable in any other jurisdiction.

 

 

6.10.

Expenses of Transactions.

 

All fees, costs and expenses incurred by Xxxxx, in connection with the transactions contemplated by this Agreement shall be borne by Xxxxx, and all fees, costs and expenses incurred by the Sellers in connection with the transactions contemplated by this Agreement shall be borne by the Sellers.

 

 
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6.11.

Submission to Jurisdiction.

 

All actions or proceedings arising in connection with this Agreement, if any, shall be tried and litigated exclusively in the state or federal courts located in the State of Nevada, or such other venue as may be mutually agreed to by the parties. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this paragraph. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the State and Federal courts located in Nevada shall have in personam jurisdiction over each of them for the purpose of litigating any such dispute, controversy, or proceeding. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this Section by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in Section 6.1. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law.

 

 

6.12.

Attorneys’ Fees.

 

If Buyer or any of its Affiliates, successors or assigns brings any action, suit, counterclaim, cross-claim, appeal, arbitration, or mediation for any relief against the Sellers or any of their respective Affiliates, successors or assigns, or if the Sellers or any of respective Affiliates, successors or assigns, his or her heirs, Affiliates or assigns brings any action, suit, counterclaim, cross-claim, appeal, arbitration, or mediation for any relief against Buyer or any of its Affiliates, successors or assigns, declaratory or otherwise, to enforce the terms hereof or to declare rights hereunder (collectively, an “Action”), in addition to any damages and costs which the prevailing party otherwise would be entitled, the non-prevailing party shall pay to the prevailing party a reasonable sum for attorneys’ fees and costs (at the prevailing party’s attorneys’ then-prevailing rates) incurred in bringing and prosecuting such Action and/or enforcing any judgment, order, ruling, or award (collectively, a “Decision”) granted therein, all of which shall be deemed to have accrued on the commencement of such Action and shall be paid whether or not such action is prosecuted to a Decision. Any Decision entered in such Action shall contain a specific provision providing for the recovery of attorneys’ fees and costs incurred in enforcing such Decision.

 

For the purposes of this Section, attorneys’ fees shall include, without limitation, fees incurred in the following: (1) postjudgment motions and collection actions; (2) contempt proceedings; (3) garnishment, levy and debtor and third party examinations; (4) discovery; and (5) bankruptcy litigation.

For purposes of this paragraph, “prevailing party” means only a party that has received a final order or judgment from a court of competent jurisdiction that is no longer subject to appeal or writ of certiorari. If there are multiple claims, the prevailing party shall be determined with respect to each claim separately. The prevailing party shall be the party who has obtained the greater relief in connection with any particular claim, although, with respect to any claim, it may be determined that there is no prevailing party.

 

[SIGNATURE PAGE FOLLOWS]

 

 
20

 

 

IN WITNESS WHEREOF, each of the parties hereto has executed this Membership Interest Purchase Agreement as of the date first above written.

 

AUTHENTIC HOLDINGS, INC.

 

By:

 

 

Name:

Xxxxx Xxxxxxxx

 

Title:

President

 

 

Maybacks Global Entertainment LLC

Address:

 

By:

 

 

 

Name:

Xxxxxxxxx Xxxxxx

 

 

Title:

Manager

 

By:

 

 

 

By:

 

 

 

Name:

Xxxxx Xxxxxx

 

 

Title:

Manager

 

By:

 

 

 

 
21

 

 

Schedule 1

 

Members’ Signatures and Ownership

 

Members

 

Membership Interest in the Company

 

Signatures

 

Address

 

 

 

 

 

 

 

Xxxxxxxxx Xxxxxx

 

40%

 

 

 

 

Xxxxx Xxxxxx

 

40%

 

 

 

 

Xxxxx Xxxx

 

10%

 

 

 

 

Xxxxx Xxxxxxxx

 

10%

 

 

 

 

 

 
22

 

 

 Schedule 2

 

Intellectual Property

 

The Company’s intellectual property has taken much time, efforts, and/or know-how embodied in the programming lists of titles, either cleared and legally able to take ownership of, and/or bought through liquidation of companies with ownership rights to sell thereof, and title lists have cost monies paid to consultant(s) to verify through various steps of copyright research and know-how to acquire ownership thereof.  This intellectual property, since many variables of time, labor, knowledge, and money have been attributed into acquiring, would then be listed as confidential, information and/or database of programming, that is shared with Buyers from Sellers and/or the Company.

 

Titles:

 

UFO the series

 

Kiss Daddy Goodnight

 

Ensign X’Xxxxx – full series

 

Mutual of Omaha’s Animal Kingdom 

 

Goodbye to Love

 

Justice

 

The Xxx Xxxxxx Mile Story

 

Champion the Wonder horse

 

The Last Train from Gun Hill

 

Xxxxxxx Xxxxxxxxx

 

Decoy   Series

 

Space Ghost cartoons

 

The Promise -

 

Everybody’s child -

 

Safe House: A Christian Story

 

Gold

 

Wild Blue

 

Victims

 

Liz & Dick

 

The Addicted

 

Xxxx Riders

 

 
23

 

 

Good for Nothing

 

Profile of Fear

 

Sweet Dreams

 

The Behemoth

 

The Teen-age Heist

 

Impact

 

Monster’s Mind

 

Lava Storm

 

Conspiracy Theories

 

A Life Less Gone

 

Journey to the Center of the Earth

 

Lake City

 

The Red Baron

 

Lone Rider

 

The Pledge

 

Deadly Justice.The Rape of Xxxxxxx Xxxx

 

Mars Underground

 

Torn

 

My Name is Xxxx

 

Final Days of Planet Earth

 

Irresistible Force

 

Angels Fall

 

Through the looking Glass

 

The Letters

 

Fatal Contact;  Bird Flu

 

Icon

 

Mayday

 

Freefall  flight 174

 

Mysterious Island

 

Selling Innocence

 

 
24

 

 

Signs of the Cross

 

Super Nova

 

The Elvis Series – 2 Features

 

The Triangle

 

Widow on the Hill

 

Last Rights

 

Category Six Day of Destruction

 

The Mystery of Xxxxxx Xxxxx

 

Through my Eyes

 

Star Hunter

 

Crime Partner

 

Xxxxx Xxxxx

 

Xxxxx Xxxxx 

 

State of Mind

 

Xxxxxxx - the Xxxxxx Xxxxxxx story

 

Taken

 

Wise Girls

 

Dr. Death

 

Colbicks Cabbage War

 

The Santa Trap

 

Atilla the Hun - mini series

 

Baileys Mistake

 

Child Star - Xxxxxxx Xxxxxx

 

Lucky Girl

 

Return to Cabin by the Lake

 

Rough Air

 

The Ballad of Xxxx Xxxxxxx

 

Yes Dear

 

Three Blind Mice -

 

Undesirable 

 

 
25

 

 

Diagnosis Murder: Twist of the knife

 

The Enemy Below

 

AuPair

 

Cabin by the Lake

 

The Man Who Used to be Me

 

Children of Fortune

 

Nowhere to Land 2000

 

Xxxxx Xxxxxxxxxxx

 

For All Time

 

Atomic Train

 

Desert Heat aka Coyote Moon

 

Xxxxx Xxxx the Blonde Bomb Shell

 

Don’t look behind you

 

Half a Dozen Babies

 

Heaven’s Fire

 

In Her Defense –

 

Journey to the Center of the Earth

 

Komodo–

 

Revenge of the Land

 

The Xxxx for the Unicorn Killer

 

Turbulance II - Fear of Flying

 

Witness Protection

 

Mistaken Idetentity

 

Santa and Xxxx

 

Musky Santa

 

Storm Tracker

 

Dangerous Waters

 

In a Class of its Own

 

Blind Faith (urban)

 

Deadly Companions

 

 
26

 

 

Kings in grass castles

 

Meteorites!

 

New Swiss Family Xxxxxxxx

 

The Lake

 

The Last Don

 

Voyage of Terror 1998

 

Witness to the mob

 

Xxxxxx and the Lost City

 

the Ratings Game

 

Recipe for Revenge

 

Christmas Takeover

 

Trapped in Space

 

In Quite Night

 

The Landlady

 

Evidence of Blood

 

Chance of a Lifetime

 

20,000 Leagues Under the Sea

 

Bella Mafia

 

Xxxxxxx Hills Family Xxxxxxxx

 

Contagious

 

Curse of Demon Mountain aka Shadow Chikara

 

Escape from Atlantis

 

My Magic Dog

 

Stompin at the Savoy

 

The Arrow

 

The Mill on the Floss

 

Wounded

 

Diagnosis Murder: Murder Two

 

The Missing Postman

 

I’m a Fool

 

 
27

 

 

Roughriders

 

Reckless

 

The Three Lives of Xxxxx

 

Face Down

 

Canterville Ghost

 

The Crime of the Century

 

Frequent Flyer

 

Hollow Point

 

In the Blink of an Eye

 

Justice for Xxxxx -

 

Mistrial

 

Night of the Twisters

 

No one can Protect Her

 

Xxxxxx and the Moonhanger

 

In Cold Blood

 

We Jury

 

A Promise to Xxxxxxxx

 

Woman Undone

 

Abduction of Innocence 

 

When Friendship Kills

 

Pretty Poison

 

A Promise to Xxxxxxxx

 

Shattered Mind

 

Breaking Free

 

Children of the dust

 

Conspiracy of Fear –

 

Dazzle miniseries

 

Death in Small Doses -

 

Down out and Dangerous –

 

Greedy

 

 
28

 

 

Xxxx and Xxxxx

 

Xxx: the Xxxxxxxxx Xxxxxx Story – Few Features

 

Love Can Build a Bridge

 

Mr. Baseball

 

XX Xxxxxxx Story

 

Savate

 

Shadow of Doubt

 

Sleep Baby sleep

 

Space Above and Beyond

 

The Prophecy

 

The Sands of Time

 

Visitors of the Night

 

As Good as Dead

 

Dead by Sunset

 

Follow the River

 

Xxxxxxxx

 

A Vow to Kill

 

Running Wild

 

Carnosaur Two

 

A Holiday to Remember

 

A Stranger in Town

 

A Father for Xxxxxxx

 

Welcome to Paradise

 

Trial by Hunter

 

The Old Curiosity Shop – 5 Part Series

 

The Haunting of Xxxxx Xxxxxx

 

Dinner to Love

 

Bionic Ever After

 

Follow her heart

 

For the Love Xxxxx

 

 
29

 

 

Island City

 

Leave of Absence

 

Midnight Movie

 

Million Dollar Babies

 

Sensation

 

Sioux City

 

The Gambler no. 5 - the mini-tv series

 

The Innocent

 

The Substitute Wife

 

The Yarn Princess

 

Flashfire

 

I know my Son is Alive

 

The Innocent

 

Reunion

 

Red Eagle

 

Black Widow Murders

 

Bloodlines: Murder in the family

 

Death Train

 

Final Appeal

 

First do no Harm

 

Star-Trek Cartoon Series

 

In the Shadows Someone’s Watching

 

Irresistible Force

 

Journey to the Center of the Earth

 

Lightening in the bottle

 

Murder in the Heartland

 

Odd Couple Together Again

 

One Riot – One Ranger

 

Ordeal in the Artic

 

Ordinary Magic

 

 
30

 

 

Praying Mantis

 

Prophet of Evil

 

The Custodian

 

Ticks

 

Voice of the Heart

 

Without kiss good-bye

 

The Substitute 

 

The Real XxXxx

 

The Man with Three Wives

 

Telling Secrets

 

Unnatural Causes

 

For their own Good

 

Tainted by Blood

 

Pointed by love

 

Daughter of the Mind

 

Precious Victims

 

Daughter of the Streets

 

Hidden Obsessions

 

Rubb Down

 

A cry in the night

 

A Message from Xxxxx –

 

Back to the streets of San Francisco

 

In the Deep Xxxxx

 

Intruders

 

No man is an island

 

Picket Fences Series

 

The Burden of Proof

 

The Last of his Tribe

 

The Man Upstairs

 

The presence

 

 
31

 

 

The Secret

 

To Catch a Killer

 

Undesirable with a Vengeance

 

White Fang

 

Willing to Kill

 

With a Vengeance

 

Young Indian Xxxxx Chronicles - entire series

 

Ghost Ship

 

Lady Killer

 

Woman with a Past

 

Day-O

 

What she doesn’t know

 

The Less than a Perfect Daughter

 

Danger Island

 

Diagnosis Murder: House of Sycamore

 

The Feminist and the Fuzz

 

Xxxxxx and Xxxxx the True Story

 

Lady Killer

 

A Black Velvet Gown

 

And the Sea Will Tell

 

Body Parts

 

Bump in the Night

 

Xxxx and Able

 

Carolina Skeletons

 

Child of Darkness Child of Light

 

Xxx Xxxx , Unauthorized

 

Evening Shade 1 season ready 45episodes

 

Firehead -

 

Hard Frame

 

Hell Has no Fury

 

 
32

 

 

In a Child’s Name

 

Xxxx Xxxxx –

 

Xxxxx Xxxxxx Story

 

Memories of Midnight

 

Stop at Nothing

 

The Night Caller - 1991

 

To Save a Child

 

Victim of Beauty

 

Keeper of the City

 

The Haunted

 

Shout 

 

Christmas on Division St.

 

Double Crossed

 

Son of the Morning Star

 

Blue Tornado

 

Fatal Exposure

 

Hitler Diary Scam “Selling Hitler”

 

Edge of Honor

 

Blood River

 

Get Smart Again

 

A Family for Xxx

 

Amityville Curse

 

Cadence - Not Available

 

Xxxxx X’xxxxx XX - martial arts

 

China Xxxxxx - martial arts

 

Criminal Justice Nothing Cuts Deeper

 

Cold Front

 

Future Zone -

 

Good Cops Bad Cops

 

Judgement –

 

 
33

 

 

Meet the Applegates

 

Missing Persons

 

Murder times Seven-

 

Xxxxx on the Barbi -

 

The Campbells (TV Series not READY)

 

The Fatal Image

 

The Stranger Within

 

UK/ Calis Guard –

 

Heat Wave

 

The First Emperor of China

 

Criminal Justice Nothing Cuts Deeper

 

Bride in Black

 

Shrimp on the Barbi

 

The Love She Sought

 

A Place of Paradise

 

Ghost Dad

 

Jekyll and Hyde

 

Taking Back my Life

 

The Iron Triangle

 

Voices Within

 

Forbidden Night

 

A Promise to Keep

 

Xxxxxx’s Heart

 

Face to Face

 

The Operation

 

Outlaw

 

Outlaw 

 

Around the Word in 80 days

 

XX Xxxxxxx Night Train

 

Bridge to silence

 

 
34

 

 

Grave Secrets

 

Home Fires Burning

 

Kiss Shot

 

Xxxx Xxxxxx – Murder takes All

 

My Mom’s a Werewolf

 

Night Walk

 

Relentless

 

Secret screams

 

Small Sacrifices

 

The Heat of the Day

 

The Rescue for Xxxxxx XxXxxxx

 

No Place Like Home

 

The Smugglers

 

Curse 2: the bite

 

Freak Show Horror and Embryology

 

She’s Been Away

 

Werewolf

 

High Desert Killer

 

The Shell Seekers

 

Rude Awakening

 

True Blood

 

Renegades

 

False Witness

 

The Chilling

 

Double Exposure

 

Shot-gun

 

Maiden Voyage

 

Manhunt Search for the Night Stalker

 

Bridge to Silence

 

Cast the First Stone

 

 
35

 

 

Little Sweetheart

 

From the dead of night

 

Murder By Night

 

Mamma Xxxxxxxx

 

17 and Under

 

Deep Space

 

Earth Star Voyager

 

Xxxxxx’s Nightmares

 

High Spirits

 

Milk and Honey

 

New Swiss Family Xxxxxxxx –

 

Once Upon a Texas Train

 

People Across the Lake

 

Prince of Pennsylvania

 

Secret Witness

 

Silent Assassins

 

The Bear

 

The Nest

 

Unholy Matrimony

 

She was Marked for Murder

 

Too Good to be True

 

The Child Saver

 

A handful of Dust

 

Windmill  of the Gods

 

Snow Spider

 

High Spirit

 

 
36

 

 

Our Our Town

 

The Woman He Loved

 

The Prince of Pennsylvania

 

Hot Paint

 

The Invasion Earth (the Aliens are here)

 

A Friendship in Vienna

 

St. Xxxxxxxxxx

 

Lady Killers

 

The Lion of Africa

 

Framed

 

Xxxxx

 

A Stranger Waits

 

Beyond the Rising Moon

 

Deadly Care

 

Echoes in the darkness

 

Escape for Sobidor

 

Five Corners

 

House II the Second Story

 

Police Story the movie

 

Secret Passion

 

Still Watch

 

The Xxxxxxx Hills Xxxxx

 

The Quick and the Dead

 

The stranger in my Bed

 

Other World

 

The Gunfighters

 

Stone Fox

 

Overkill

 

Xxxxxx of the Xxxxxxx

 

Graveyard Disturbances

 

Miracle Down Under

 

Queenie

 

What if I’m Gay

 

Deadly Deception

 

 
37

 

 

Six Against the Rock

 

Crime and Punishment

 

Right to Die

 

The Wild Pair

 

The Lost Empires

 

The Real Xxxxx -Movie

 

The Hearst and Xxxxxx Affair

 

A Brotherhood of Justice –

 

A Circle of Violence A family Drama

 

A Masterpiece of Murder

 

As Xxxxxxx Die

 

Cat Squad

 

Childs Cry - Xxxxxxx Xxxxxx

 

Cold War Killers

 

Crossings

 

Easy prey

 

Miles to Go

 

Resting Place

 

Shattered Spirits

 

The Morning After

 

Who is Xxxxx -

 

Zone Troopers

 

Beastmaster

 

Biggles: Adventure in Time

 

The Lost Empires

 

The Gladiator

 

The Adventures of Taura Prison ship

 

Mistral’s Daughter

 

Hostage 

 

The Star Crystal

 

 
38

 

 

Smokey Mountain Christmas

 

Firefighter

 

People from Another Star

 

Something in Common

 

We’ll Meet Again

 

C.A.T.  Squad

 

Vows of Deception

 

Reckless Disregard

 

Strangers and Brothers

 

HyperSapien

 

Fire Xxxxxx

 

XxXxxxx

 

Mystery Science Projects

 

Uphill All the Way

 

Breaking all the Rules

 

Creepers aka Phenomena

 

Deceptions

 

Krush Groove

 

My Science Project

 

Not My Kid

 

The Atlanta Child Murders

 

The Blue Yonder - Disney

 

The Challenge of a Lifetime

 

The Midnight Hour

 

The Other Lover

 

The Letter to Three Wives

 

A Reason to Live

 

Consulting Adults

 

Tuff Turf

 

Morons from Outerspace

 

 
39

 

 

Silent Witness

 

Murder in Space

 

Crime of Innocence

 

Lots of Luck

 

Poison Ivy

 

Surviving

 

Tough Love

 

Portrait in Evil

 

The Sins of the Father

 

Brother from Another Planet

 

Calendar Girl Murders

 

City Killer

 

Dreamscape

 

Xxxxx Island

 

Fatal Vision- mini series

 

Flesh Burn

 

Flight 90

 

Give me an F

 

Invitation to Hell

 

Xxxxxx

 

KillPoint

 

Lace

 

Xxxx’s murder

 

Paper Dolls

 

Red Fury

 

Second Sight

 

Victims for Victims

 

The Bounty

 

Midnight Race

 

Hot Pursuit

 

 
40

 

 

Return to the Streets of San Francisco

 

A Killer in the Family

 

Blue Skies Again

 

Demons of Ludlow

 

Dogs of Hell

 

Princess Xxxxx

 

Quarterback Princess

 

Sleep away Camp

 

The Winds of War

 

Wavelength

 

Runners

 

Lost

 

The Demons Ludlow

 

Baby Sister

 

Deadly Lessons

 

Silk Hope

 

Police Woman Centerfold

 

Surviving a Family Crisis

 

The Haunting Passions

 

Still the Beaver

 

Special Bulletin

 

Xxxxxx Xxx

 

Cry for the Strangers

 

Hostage

 

Xxxxxx Xxxxxxx

 

Xxxxxx Xxxxxx - happy at last

 

Memories never die

 

Portrait of a showgirl

 

Voyagers all 26 eps

 

The Killing of Xxxxx Xxxxxxx

 

 
41

 

 

Prime Suspect

 

Between God the devil and a Winchester

 

Sister, Sister

 

School Girl Chums

 

Xxxxxxx Xxxxx’x Rebellion

 

The Quest

 

Bells (Murder by Phone)

 

The Barchester Chronicles

 

Fantasies

 

Out

 

A Long way Home

 

Coward of the County

 

Death of a Prophet

 

Escape from galaxy 3 or Star Crash 2

 

High Risk

 

Xxxxxxxx Xxxxxxx

 

Killing at Hells Gates

 

Munster’s Revenge -

 

Murder in Texas

 

Night Warning

 

No Place to Hide

 

The Legend of the Lone Ranger

 

Thin Ice

 

This House Possessed

 

Time warp

 

Tough Girl

 

Warp Speed

 

Liars Moon

 

Dial in for Murder

 

Red Flag the Ultimate Game

 

 
42

 

 

No Place to Hide

 

Bunker

 

Family Reunion

 

Alligator

 

Angel City

 

Don’t Answer the Phone

 

House of Hammer

 

Haywire miniseries

 

Hero at Large

 

If Things Were Different

 

Prom Night

 

School Boy Father

 

Scruples

 

Story of Xxx Xxxxx Guyana Tragedy

 

The Fog

 

The Return of Xxxxx Xxxxxx -

 

The Return of Xxxxx Xxxxx

 

Wild Times

 

The Seekers

 

The Godsend

 

Legend of  Sleepy Hollow

 

Doll Maker

 

Barbarians at the Gate

 

The Night the City Screamed

 

Stepford Wives

 

Shattered Innocence

 

The Memory of  Xxx Xxxxx

 

Gossip Columnist

 

Hopscotch

 

The Sea Wolves

 

 
43

 

 

Taboo

 

Wait and Marriage

 

240-Xxxxxx - Entire Series

 

Cactus Jack aka The Villain

 

Eagles Wing

 

Golden gate murders

 

Golden Orbit

 

Hard water

 

Xx. Xxxx

 

Salvage 1

 

The Chisholms

 

The Day Time Ended

 

The Death of Ocean View Park

 

The Lakeside Killer

 

The Rebels

 

The Sackettes

 

The Villian

 

Weekend of Terror

 

Women in White

 

The Mountain of the Cannibal

 

Working Stiff

 

I Know Why the Cage Bird Sings

 

The Swap

 

The UFO Incident

 

Dressed to Kill

 

Aunt Xxxx

 

The Movie Murderer

 

XXXXXXXX

 

Xxxxxx Mo

 

Long Journey Back

 

 
44

 

 

Return to Fantasy Island

 

The Bastard

 

The Ghost of Flight 401

 

The War of Robots

 

The Incredible Hulk

 

The Time Machine

 

Crash

 

Killer on Board

 

This Man Stands Alone

 

Corvette Summer 

 

The Long Journey Back

 

Xxxxx

 

The Deer Slayer

 

Leave Yesterday Behind

 

Getting Married

 

Captain Xxxxxx Vampire Hunter

 

Star Crash

 

A family Upside  Down

 

Holocaust

 

26 Men – Entire Series

 

ANTS

 

Kid Vengeance aka Vengeance

 

The City

 

The Crater Lake Monster

 

Warhead

 

Planet of the Dinosaurs

 

Behind the Badge

 

Pray For  Wildcats

 

The Alien Factory

 

The People that time Forgot

 

 
45

 

 

Father Knows Best Home for Christmas

 

The escape kids from xxxxxx cnt

 

Manhunter

 

Guess Who’s Been Sleeping in my Bed

 

Xxxxx

 

Halloween with the New Xxxxx Family

 

Across the Great Divide

 

Xxxxxx

 

My Dads Wife

 

Savage Bees

 

Swiss Conspiracy

 

The amazing Dobermans

 

Xxx Xxxx and Company 1976 Comedy

 

In Search Of 1976 Xxxxxxx Xxxxx 140 episodes

 

The Hunted Woman 1976

 

Sky Riders 1976

 

1 Million BC 1976

 

In Name Only 1976

 

Angel Unchained 1976

 

April for Morning 1976

 

A Girl Named Sooner 1975 Drama

 

Beyond the Bermuda Triangle 1975 Drama, Mystery, Sci-Fi

 

Bucktown 1975 Action, crime, drama

 

Las Vegas - lady robs a casino 1975 Crime, Drama

 

Legend of the Werewolf 1975 Horror

 

Mean Xxxxxx Xxxxxxx 1975 Action, crime

 

Picnic at Hanging Rock 1975 Drama, Mystery

 

Stow away to the Moon 1975 Family, Sci-Fi

 

The Legend of Xxxxxx Xxxxxx 1975 Drama, History, Mystery

 

The Letters 1975

 

46

 

Cockeyed Cowboys of Calico County 1975

 

The King Xxxxxx Caper 1975

 

Paper Tiger 1975

 

Silver Fox 1975

 

Xxxx Christmas Show 1975

 

In the House of Breed 1975

 

The Double Kill 1975

 

Days of Hope 1975

 

Giant Spider Invasion 1975

 

Winter Hawk 1975

 

The Secret of Isis 1975

 

Black Godfather 1974 Crime

 

Cry Panic 1974 Mystery, thriller

 

Get Xxxxxxxx Xxxx 1974 Crime, Drama

 

Hit Lady 1974 Action, Drama, Thriller

 

Scream of the Wolf 1974 Horror, Thriller

 

The Hanged Man 1974 Western

 

The Meanest Man in the West 1974 Western

 

Target Earth 1974

 

The trial of Xxxxx Xxxx 1974

 

Xxxxxx’x Law 1974

 

Woman Under the Influence 1974

 

Heat Wave 1974

 

Locusts 1974

 

Beyond Atlantis 1973 Action, adventure, fantasy, horror, mystery, sci-fi

 

Go as Xxxxx 1973 Drama

 

Gordons War

 

1973 Adventure, Crime

 

Guess Who’s Sleeping in my Bed 1973 Comedy

 

Idaho Transfer 1973 Sci Fi

 

 
47

 

 

Slow Bloy 1973 Drama, Crime

 

The Boy Who Cried Wolf 1973 Horror

 

The Slams 1973 Action, crime, drama

 

The Stranger 1973 Sci-fi

 

The Horror at 37,000 feet 1973

 

The Salsburg Connection 1973

 

Shout at the Devil 1973

 

Crow-Haven Farm 1973

 

I Love a Mystery 1973

 

Beg, Borrow or Steal 1973

 

The Cat Creature 1973

 

You’ll Never See me Again 1973

 

Go Ask Xxxxx 1973

 

I Love a Mystery 1973

 

Circle of Fear 1972 Drama, Horror, Mystery

 

Conquest of the Planet Apes 1972 Sci-fi, Action

 

Crawl Space 1972 Horror, Thriller

 

Curse of the Headless Horseman 1972 Horror

 

Family Flight 1972 Drama

 

Kolchack the night stalker - 1972 Horror, Mystery, Thriller

 

She Waits 1972 Horror

 

Something Evil 1972 Horror

 

The Doberman Gang 1972 Action, Comedy, Crime

 

The Judge and Xxxx Xxxxx 1972 Drama

 

The Revengers 1972 Western

 

To All My Friends on Shore 1972 Drama

 

Wacky Taxi 1972 Comedy, family

 

Women Hunter 1972 Mystery

 

Xxxxx and Xxx 1972

 

When Xxxxxxx Xxxxx 1972

 

 
48

 

 

Say Goodbye (Xxxxxx Xxxx) 1972

 

The Couple Takes a Wife 1972

 

The Crooked Hearts 1972

 

Call her Mom 1972

 

A Very Missing Person 1972

 

Getting Away From it All 1972

 

The Weekend Nun 1972

 

Crawlspace 1972

 

Crooked Hearts 1972

 

Horror Express 1972

 

Gargoyles 1972

 

A Howling in the Xxxxx 1971 Thriller

 

A Tattered Web 1971 Crime, drama, mystery

 

Lady Frankenstein 1971 Horror

 

Mango’s Back in Town 1971 Crime, drama

 

Murder Once Removed -classic 1971 Drama, Mystery, Thriller

 

The Trackers 1971 Western

 

Evil Knievel 1971 Action, Drama

 

The Devil with Seven Faces 1971 Horror

 

Do not Fold Spindle or Mutilate 1971

 

Ttreasure Island 1971 Adventure, Family

 

Xxxxxxxx Crusoe 1971 Adventure, Family

 

Xxxx Xxxx 1970 Drama

 

UFO - the Series 1970 Sci-fi Fantasy

 

Night Chase 1970 Drama, thriller

 

Smoke 1970 Adventure, Family, Drama

 

Sole Survivor 1970 Fantasy, Drama

 

The Snow Beast 1970 Horror

 

Father Xxxxx 1970 British Mystery

 

Tribes 1970

 

 
49

 

 

The Glory Guys 1969 Western

 

The Stranger’s Gunned Down 1969

 

Slaves 1969 Urban

 

Any Second Now 1969

 

It takes all Kind 1969

 

Daughter of the Mind 1969

 

Hell on the Pacific 1968 Adventure, War

 

Lancer – 50 episodes 1968 Western

 

The Ghost & Xxx Xxxx 1968 Comedy, Fantasy HD

 

The Young Runaways 1968 Drama

 

Voyage to the Planet of Prehistoric Women 1968 Adventure

 

The Outcast 1968 Sci-fi

 

Gunfight at Black Horse Corral 1968

 

Xxxx Xxxxxx Christmas 1968

 

The Outcasts 1968

 

Rattler Kid 1968

 

Cimarron Strip 1967 Western

 

Solarnauts 1967 Sci-fi

 

Xxxxx and Millionaire 1967 Comedy

 

The Champions 1967

 

in the Year 2889 1967

 

Mars need Women 1967

 

Dead Man’s Island 1966 Mystery, thriller

 

Munster G0 Home! 1966 Comedy, Family, Fantasy/family fun horror

 

Star Pilot – 2+5 Mission Hydra 1966 Sci-Fi, Adventure

 

Terror beneath the Sea 1966 Horror, Sci-Fi

 

The Rat Patrol 1966 Drama, History, War, Action, Adventure

 

The She Beast 1966 Horror, Thriller

 

The Waco 1966

 

Bloody Pitt of Horror 1965 Horror

 

 
50

 

 

Devils of Darkness 1965 Horror

 

Indian Paint 1965 Western, Family, Drama

 

Old Surehand 1965 Western, adventure

 

Second Best Secret Agent in the Whole Wide World 1965

 

Operation Poker 1965

 

Prudence the Pill 1965

 

Among Vultures 1964 Western, Adventure

 

Black Like Me - 1964 Drama

 

Xxxxx and the Doctor 1963

 

Winnetou. 1963, 1964 1963 Western, adventure

 

The Real McCoys 1963

 

Airborne 1962 Drama

 

The Lucy Show 1962 Comedy

 

The Treasure of Silver Lake 1962 Western, adventure

 

Premature Burial 1962

 

Bachelor Father 1962

 

Curse of the Werewolf 1961 Horror

 

Phantom Planet 1961 Sci-fi, action, adventure

 

Pirates of Tortuga 1961 Adventure

 

the Giant of Metropolis 1961 Adventure fantasy

 

The Little Xxxxxxx - 1961

 

Steel Claw 1961

 

Xxxxxxxxx’s Daughter 1960 Adventure, Drama, Romance

 

Xxxxxxxxx’s Sister 1960

 

I Passed for White

 

1960 Drama

 

Xx Xxxxxxx Killer Brood 1960 Crime, Drama, Thriller

 

the Last Women on Earth 1960 Drama, Horror, Mystery, Romance

 

The Three Worlds of Gulliver 1960 Adventure, Family, Fantasy

 

Bonanza 1960 Western

 

 
51

 

 

First based ship on Venus 1960

 

The Giants of Xxxxxx 1960

 

Queen of the Pirataes 1960

 

Shivaree 1960

 

The City of the Dead 1960

 

Iron Horse 1960

 

40d Ma 1959

 

Xx Xxxxxx 1959 Bio, Crime, drama

 

Incredible Petrified World 1959 Adventure, Sci-fi

 

Ride Lonesome 1959 Western, Drama

 

Warlock 1959 Drama, Western

 

ZORRO series 1959 Action, adventure, comedy, drama comedy, family, western

 

Noth West Frontier 1959

 

The Manster 1959

 

Proud Rebel - good 1958 Western

 

Return of Dracula 1958 Horror, Drama, Mystery

 

The Brain Eaters 1958

 

Bull Whip 1958

 

The Birds and the Bees 1958

 

Xxxxxxx and the Last of the Mohicans 1957 Western

 

Invasion of the Saucer Men 1957

 

Radar Men from the Moon 1957

 

Black Brigade aka Xxxxxx’x Army 1956 War, Drama

 

Forbidden Area 1956 Comedy, Crime, Drama, Mystery, Romance, War

 

Man, in a - Gray flannel suit 1956 Drama, Romance, War

 

State Trooper 1956 Adventure, Crime, Drama

 

The 10 Commandments 1956 Action, adventure

 

the Girl Can’t Help it 1956 Comedy, Music

 

The Ten Commandments 1956 Adventure, Drama

 

Wicked as they Come 1956 Crime, Drama, Mystery

 

 
52

 

 

The Big Money 1956

 

Good Morning Xxxx Xxxx 1955 Drama

 

It Came from Beneath the Sea 1955 Action, adventure, horror, sci-fi, thriller

 

Kentucky Rifle 1955 Western

 

Rage of Xxxx 1955 Western, Action, Adventure, Crime, Drama

 

Lay that Rifle down 1955

 

Yellow Net 1955

 

Snow White and 7 Dwarfs 1955

 

Flame of the lsland 1955

 

The Purple Mask 1955

 

GOG 1954 Drama, horror, romance, sci-fi, thriller

 

Three young Texans 1954 Western

 

Citing Bull 1954

 

Menace from Outerspace 1954

 

The Outcast 1954

 

Man in the Attic 1953 Mystery, Thriller

 

The Neanderthal Man 1953 Horror, sci-fi

 

The Stand at Apache River 1953 Western

 

Crow 1953

 

Captain Xxxxxx M.D. 1953

 

Blackbeard the Pirate 1952 Adventure, Romance

 

Men of the Forest 1952 Documentary

 

Mutiny 1952 Adventure, History

 

Thief of Bagdad 1952

 

Cripple Creek 1952

 

Xxx Xxxxxxxxx 1952

 

Home-Town Story 1951 Comedy, Romance, Drama

 

Three Guys Named Xxxx 1951 Comedy Romance

 

The Golden Horde 1951 Action, Adventure

 

You’re Never too Young 1951 Comedy

 

 
53

 

 

Xxxxx Xxxxx 1951

 

Singing Guns 1950 Action, Adventure, Music

 

Tripoli 1950 Action, adventure, history, romance, war

 

When the Redskins Rode 1950

 

Gun-belt 1950

 

The Sun Also Rises 1950

 

Man in the Saddle 1950

 

Hideous Sun Demon 1950

 

Teenagers from Outer-Space 1950

 

South of Saint Louis 1949 Western

 

Albuquerque 1948 Western

 

Tap roots 1948 Western, War, Drama

 

Adventure Island 1947 Action, Adventure, Comedy,

 

The Upturned Glass 1947 Crime, drama

 

Gunfighters 1947

 

Jolsen Story 1946

 

Secret Agent X9 1945 Action, Adventure

 

Wild Fire 1945

 

Buffalo Bill 1944 Bio, Western, Romance

 

Until we Meet Again 1944

 

Story of St. Xxxxxxxxxx 1943 Bio, Drama

 

War of the Wildcat 1943 Western, Romance

 

The Song of Xxxxxxxxxx 1943

 

Invisible Ghost 1941 Horror, Thriller

 

Gaslight 1940 Thriller

 

City in Darkness 1939 Drama, Mystery, Thriller

 

Xxxxx Xxxx Reporter 1939 Comedy, Crime, Mystery

 

Three Young Texans 1939

 

Windjammer 1937 Adventure, Crime, Drama

 

Licensing for Maybacks Global TV - Confidential Information Only

 

 
54

 

 

Blood Brother

 

Blood Money Crime, drama, thriller

 

Xxxxx and the Professor 2 Seasons 45 episodes

 

Once Upon a Texas Train

 

BaBa Black Sheep

 

Bugs Bunny and Friends (160 Episodes)

 

Bugs Bunny Easter Eggs animation, children, family, comedy

 

Bugs Bunny Elmers Pet rabbit animation, children, family, comedy

 

Bugs Bunny Foxy by Proxy animation, children, family, comedy

 

Bugs Bunny Fresh Hare animation, children, family, comedy

 

Don’t Touch

 

Half Breed

 

Xxxxxx Valley PTA

 

Hey Xxxxxx Xxxxx Feature animation, children

 

Hillside Strangler -

 

In Broad Daylight - Xxxxx Xxxxxxx

 

Intruder thriller

 

Island in the Sky 1953

 

Little Bear animation, children, family, comedy

 

Loony Toons & Friends animation, children, family, comedy

 

Magic Sword

 

Manhandle

 

Milk Run to Fresno thriller

 

My husband has a Mistress

 

New Adventures Lone Ranger animation, children, family, comedy

 

One against the world

 

Popeye & Friends animation, children, family, comedy

 

Snow White & 7 Dwarfs animation, children, family, comedy

 

Sleeping Beauty

 

Star pilot hydra – Star Crash 2 Sci-fi

 

 
55

 

 

Superman & Friends animation, children, family, comedy

 

Swiss Family Xxxxxxxx Adventure, family

 

Xxxxx Entire Series Adventure; family

 

The Moby Dick Adventure, Drama

 

The Other Lover Drama

 

This is not a Test Sci-fi

 

Under Dog (cartoons almost ready-not yet) Cartoons

 

Why Me? Drama

 

The Girls in the Office Comedy

 

Xxxxx of Nazereth 6 – full length Features

 

Hands of Steel Sci-fi

 

DoomsDay Machine

 

Mutual Omaha Animal Kingdom - All episodes

 

The Snow Creature

 

Poncho Villa

 

Thunder Afloat 1939

 

The Trouble With Xxxxx

 

Scuudda!scuddu! Hey

 

UfO Chronicles

 

Rear Window the Gub

 

License to Kill

 

Xxxxxx Xxxxx Story

 

Kingdom of the Spiders

 

The Orphan Train 1980

 

The Big Cat

 

Blind Hate

 

A Dr’s story

 

Blue Collar

 

Outraged

 

The Guns of Will Summit

 

 
56

 

 

A Dr’s Story                  

 

A Portrait of a Street Kid                       

 

The Wild and the Innocent                    

 

Relentless                    

 

Bugle in the Afternoon             

 

Micky Mouse Club - Hardy Boys                      

 

Home Coming (the Waltons)                 

 

A Taste of Evil             

 

Sleepaway Camp                      

 

the Gun in the House                

 

Three young Texans                 

 

Help Wanted                

 

Xxxxxx Xxxx Christmas              

 

Christmas Story             

 

Xxxxx’s Very Own Christmas Story                    

 

An American Christmas Xxxxx               

 

Sound of Christmas                  

 

The Christmas Gift                   

 

Christmas is Magic                   

 

The Four Feathers                    

 

Fall in to Darkness                    

 

The Man in Santa Clause Suit                 

 

Circus Boy                   

 

Xxxxxxxx Family                      

 

Shindig                          

 

The Awful Thing About Xxxx                 

 

Hullabaloo                   

 

Secret Weapon in Color             

 

 
57

 

 

Something about Xxxxx

 

Xxxxxx Journey

 

12 O’Clock High Series

 

Xxxxx Xxxx 25 episodes Season 1

 

Crime of Innocent

 

The Memory of Xxx Xxxxx

 

Row row row your boat

 

The Xxxxxx Xxxxxx

 

The Cops are Robbers

 

Xxxx Xxxxxxxx Show

 

The murder of Xxxx Xxxxxx

 

Fang Face cartoons

 

Robonics Stooges Cartoons

 

Banana Splits

 

Golden Years haven’t downloaded or found masters yet

 

“Portrait” of a Centerfold 1979

 

Adventures of Xxx Xxxxxxxx Series already have copies

 

A Chance of a Lifetime

 

Fury 1950-73 listed under Maybacks Westerns on server

 

Xxxxxxxx’s Travels 1996

 

Three Worlds Gulliver

 

Last American Hero 1973

 

Xxxxx Series

 

Xxxxxx Xxxxx Series

 

Get Smarter 1991

 

Shots Fired mini-series 2017

 

Car 54 older

 

Nuremberg 2000

 

Nuremberg: Goergings Last Stand 2006 BAFTA British Awards Winner

 

California Fever 1979 Family, Teen Series

 

 
58

 

 

Bonanza New Episodes: 150episodes

 

Crazy for Christmas 1998

 

Miracle on 17th Green

 

Wild Horse Xxxx 1979

 

Down the Long Hills

 

Buffalo Girls 1999

 

A Xxxxx Christmas

 

Christmas Child

 

Borrowed Hearts

 

Holiday tv Classics 49 shows

 

Xxxxxx and Xxxxxxxx

 

The Outer Limits

 

The Outer Limits 40 Eps 1976

 

Lady in Corner - Xxxxxxx Youth 1980

 

Christmas Eve 1986

 

A Christmas Xxxxx

 

Christmas Snow

 

I’ll be Home for Christmas

 

A Holiday to Remember

 

Christmas Wonderland

 

A Christmas Xxxxx

 

A Child’s Christmas in Wales

 

Santa Clause is Coming to Town

 

Frosty the Snowman

 

Texas Justice 1991

 

Neighbor

 

Saints TV Series

 

Saints Xxxxx Xxxxx 20 Episodes:

 

The Talented Husband

The Latin Touch

The Careful Terrorist

 

 
59

 

 

The Covetous Headsman

The Loaded Tourist”

The Pearls of Peace

The Arrow of God

The Golden Journey

The Effete Angler

The Golden Journey

The Man Who Was Lucky

The Charitable Countess

The Fellow Traveler

Starring the Saint

Xxxxxx

Xxxxxx

The Elusive Ellshaw

Xxxxxx

The Work

 

Rifleman

 

Rifleman Xxxxxx Xxxxx Xxx Xxxxxxxxx

 

Rifleman Xxxxxx Xxxxx Xxx Xxxxxxxxx

 

Rifleman Xxxxx Xxxxxx Xxxxx X. Xxxxxx

 

Rifleman Xxx Xxxxxxxxx Xxx Xxxxxxxxx

 

Rifleman Xxxxxx Xxxxx Xxxxx Xxxxxx & Xxxxxxx Xxxxxx, Xx.

 

Rifleman Xxxxxx Xxxxx Xxxxxx Xxxxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxx Xxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxxx Xxxxx

 

Rifleman Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx

 

Rifleman Xxxxxx Xxxxx Xxxxx Xxxx

 

Rifleman Xxxxxx Xxxxxx Xxxxxx Xxxxxx

 

Rifleman Xxxxx Xxxxx Xxxxxx X. Xxxxxxx

 

Rifleman Xxxxxx Xxxxx Xxxxxx Xxxxx

 

Rifleman Xxxxx Xxxxxx Xxxxx Xxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxx Xxxx

 

Rifleman Xxxxxx Xxxxx Xxxxx Xxxx

 

Rifleman Xxxxxx Xxxxx Xxxxxx Xxxxxx

 

Rifleman Xxxxxx Xxxxx Xxx Xxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxxx Xxxxxx & Xxxxxxx Xxxxxx

 

 
60

 

 

Rifleman Xxxxx Xxxxxx Xxxxxx Xxxxxxxx

 

Rifleman Xxxxxx Xxxxx Xxxxx Xxxx

 

Rifleman Xxx Xxxxxxxxx Xxx Xxxxxxxxx

 

Xxxxxxxx Xxxxx Xxxxx Xxxx & Xxxxxx X. Xxxxxx

 

Xxxxxxxx Xxxxxx X. Xxxxx Xxxxx Xxxx

 

Rifleman Xxxxx Xxxxx Xxx Xxxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxxxx Xxxxxx, Xx.

 

Rifleman Xxxxxx Xxxxx X. X. Xxxxx, Xx.

 

Rifleman Xxxxx Xxxxx Xxxxx Xxxxxx & Xxxxxxx Xxxxxx

 

Rifleman Xxxxxx Xxxxxxx Xxxxxx Xxxxxx, Xx.

 

Rifleman Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx

 

Rifleman Xxxxx Xxxxxx Xxxxxx Xxxxxx, Xx.

 

Rifleman Xxxxxx Xxxxx Xxx Xxxxxxx & Xxxxxxx Xxxxxx

 

Rifleman Xxx Xxxxxxxxx Xxxxx Xxxxxx

 

Rifleman Xxx Xxxxxx Xxxxx Xxxxxxx

 

Rifleman Xxxxxx Xxxxx Story by : Xxxxx Xxxxxxx

 

Rifleman Xxxxx Xxxxx Xxxxx Xxxx

 

Rifleman Xxxx Xxxxxxx Xxxxx Xxxxxx Xxxx

 

Rifleman Xxx Xxxxxx Xxxx & Xxxxxx X. Xxxxxx

 

Xxxxxxxx Xxxxxx X. Xxxxx Xxxxxx Xxxxxx, Xx.

 

Rifleman Xxx Xxxxxxx Xxxxxx X. Xxxxxx

 

Xxxxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxxx Xxxxxxx

 

Rifleman Xxxxxx Xxxxxx Xxxxxx Xxxxxx, Xx.

 

Rifleman Xxxxx Xxxxxxx Xxxxxx Xxxxxx, Xx.

 

Rifleman Xxx Xxxxxxx Xxxxx Xxxxxxx & Xxxx Xxxx

 

Rifleman Xxx Xxxx Xxxxx Xxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxxxxx X. Leicester

 

Rifleman Xxxxxx X. Xxxxx Xxxxxx Xxxx

 

Rifleman Xxxx Xxxxxxx Xxxxxx Xxxxxxxx

 

 
61

 

 

Rifleman Xxxx Xxxxxxx Xxxxxx Xxxxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxx & Xxxxxx X. Xxxxxx

 

Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx Xxxxxx

 

Rifleman Xxx Xxxxxxxxx Xxx Xxxxxxxxx & Xxxx Xxxxxx

 

Rifleman Xxxxx Xxxxxxx Xxxxxx Xxxxxxxx & Xxxxx Xxxxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxx & Xxxxxxxxx Xxxxxx Xxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxx Xxxxxx

 

Rifleman Xxxxxx Xxxxxx Xxxx Xxxxx

 

Rifleman Xxxx Xxxxxx Xxxxxx Xxxxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxxxxx X. Leicester, Xxxxx Xxxxxxx, and Xxxxx Xxxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxxxx Xxxx

 

Rifleman Xxxxxxx Xxxxxxx Xxxx Xxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxxx Xxxxxxx

 

Rifleman Xxxxx Xxxxx Xxx Xxxxxxx

 

Rifleman Xxxx Xxxx Xxxxx Xxxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxxxx Xxxx

 

Rifleman Xxx Xxxxxxx Xxxxx Xxxx

 

Rifleman Xxx Xxxxxxx Xxx Xxxxxxx

 

Rifleman Xxxxxx Xxxxxx Xxxxxx Xxxxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxx Xxxxxx & Xxxx Xxxxxxxx

 

Rifleman Xxx Xxxx Xxxxxx Xxxxxxxx & Xxxxx Xxxxxxx

 

Rifleman Xxxxxx XxXxxxxxx Xxxxxx Xxxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxxxx Xxxxxxxx

 

Rifleman Xxx Xxxxxx Xxxxxxxx Xxxxxx

 

Rifleman Xxx Xxxxxxx Xxx Xxxxxxx & Xxxxxx Xxxxxx Xx.

 

Rifleman Xxx Xxxx Xxxxx Xxxxxx & Xxxxxxx Xxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxxx Xxxxxxx & Xxxx Xxxx

 

Rifleman Directed by Written by

 

Rifleman

 

Rifleman Xxxxxx Xxxxx Xxxxxx Xxxxxxxx

 

 
62

 

 

Rifleman Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxxxxx

 

Rifleman Xxx Xxxx Xxxxxx Xxxxxx, Xx.

 

Rifleman Xxxx Xxxx Xxx Xxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxx Xxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxx Xxxxxxx & Xxxxx Xxxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxxxxx Xxxxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxxxx Xxxxxx, Xx.

 

Rifleman Xxxx Xxxxx Xxxxxx Xxxxx & Xxxxxx Xxxxxx, Xx.

 

Rifleman Xxxxxx Xxxxxx Xxxxxxxx Xxxxx

 

Rifleman Xxxx Xxxxx Xxxxxxx Xxxxxxxx

 

Rifleman Xxx Xxxxxxx Xxx Xxxx & Xxxxxx Xxxx

 

Xxxxxxxx Xxx Xxxxxxx Xxxx Xxxxxx & Xxxxxxx Xxxxxxx

 

Rifleman Xxxxx Xxxxxxx Xxxxxxxx Xxxxx

 

Rifleman Xxxx Xxxxxxx Xxxxx Xxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxxx Xxxxxxx

 

Rifleman Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxxx Xxxxxxx & Xxxxxxxx Xxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxxxx Xxxxxxxx

 

Rifleman Xxxxxx X. Xxxxx Xxxxxx Xxxxxx, Xx.

 

Rifleman Xxxxxx X. Xxxxx Xxxxxx Xxxxxx, Xx.

 

Rifleman Xxxxxx X. Xxxxx Xxxxx Xxxx

 

Rifleman Xxx Xxxxxx Xxxxxx Xxxxxxxx

 

Rifleman Xxxx Xxxxxxx Xxxxxx Xxxxxx, Xx.

 

Rifleman Xxxxxx X. Xxxxx Xxxxxx Xxxxxx, Xx.

 

Rifleman Xxx Xxxxxx Xxx Xxxxx

 

Rifleman Xxxx Xxxxxxx Xxx Xxxxx

 

Rifleman Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxx

 

Rifleman Xxxxxxx X. Xxxxxxx Xxxxx Xxxx

 

Rifleman Xxxxx Xxxxx Xxxxxxxx Xxxxx

 

Rifleman Xxxx Xxxxxxxxxx Xxxxxx Xxxxxx, Xx.

 

 
63

 

 

Rifleman Xxxx Xxxx Xxxxxx Xxxxxx, Xx.

 

Rifleman Xxxxxx Xxxxx Xxxxxx Xxxxxx, Xx.

 

Rifleman Xxxxx Xxxxxxx Xxxxxxx Xxx, Xxxxx Xxx and Xxxxxx Xxxxxx, Xx.

 

Fronteir Circus

 

Fronteir Circus 5-Oct-61

 

Fronteir Circus 12-Oct-61

 

Fronteir Circus 19-Oct-61

 

Fronteir Circus 26-Oct-61

 

Fronteir Circus 2-Nov-61

 

Fronteir Circus 9-Nov-61

 

Fronteir Circus 16-Nov-61

 

Fronteir Circus 23-Nov-61

 

Fronteir Circus 30-Nov-61

 

Fronteir Circus 7-Dec-61

 

Fronteir Circus 4-Jan-62

 

Fronteir Circus 11-Jan-62

 

Fronteir Circus 25-Jan-62

 

Fronteir Circus 1-Feb-62

 

Fronteir Circus 19-Feb-62

 

Fronteir Circus 22-Feb-62

 

Fronteir Circus 8-Mar-62

 

Fronteir Circus 15-Mar-62

 

Fronteir Circus 29-Mar-62

 

Fronteir Circus 5-Apr-62

 

Miss All-American Beauty 1982 Air Valentines day in remembrance of Xx. Xxxxxxxx, who died today

 

Aunt Xxxx 1979 A disabled woman starts a Little League baseball team to help the children in her poverty-stricken neighborhood.

 

Silver Lode 1954 Western

 

Xxxxxx Xxxxx 10 episodes Xxxxxx Xxxxx

 

A Date with Angels 2 Seasons

 

 
64

 

 

Xxx and Xxxxx Cartoons 2 seasons

 

Under Sea Kingdom

 

Father Knows Best

 

On the Streets of L.A.

 

Brotherhood of Justice

 

Murder in New Hampshire

 

Hit Lady

 

Glitz 1988

 

Savage 1977

 

Prey for the Wildcats

 

Sea Xxxx Season 1

 

Sea Xxxx Season 2

 

Sea Xxxx Season 3

 

Sea Xxxx Season 4

 

Spider Women Movie 2010

 

Howdy Xxxx

 

Xxxxx and Xxxx Chops

 

Xxxxxxxxx and his Amazing Friends All episodes (3 seasons)

 

77 Sunset Strip All Episodes

 

Hard Cash

 

Hell on the Pacific

 

Dangerous Lady 2000

 

Death Valley Days Series – 7 Seasons

 

Windmills of the God

 

PT Xxxxxx’x question

 

The Living Dolls Series - All Episodes

 

Xxxxx Xxxx Season 1, 2, 12 episodes in season 3

 

Xxxxx Xxxxxxxxx 1978

 

Xxxxxx Xxxxxxx - 2000 2000

 

Mr. Xxxxx All episodes

 

 
65

 

 

Code Name Dancer 1987

 

The Last Fling 1987

 

How to Murder a Millionaire 1990

 

Goddess of Love 1987

 

Shooting Xxxxxxxxx 1992

 

Your Mother Wears Combat Boots 1989

 

Who Killed a Centerfold Model 1977

 

Code Seven Victim 5 1955

 

Five Golden Dragons 1967

 

Lady Ice 1973

 

A Fathers Revenge 1989

 

Texans

 

Detective 2006

 

RKO 281

 

Diary of a Perfect Murder 1986

 

11- Xxxxx Xxxxxxx Feature Movies:

 

Loving You

 

Jailhouse Rock

 

King Creo

 

GI Blues

 

Flaming Star

 

Follow that Xxxx

 

Kid Xxxxxxxx

 

Wild in Country

 

Blue Hawaii

 

Girls, Girls…

 

It Happen at the World’s Fair

 

TRIP WIRE 1989

 

The Big Easy 1987

 

The Xxx Xxxxxxxx Theater- Entire Series 1986

 

 
66

 

 

Blackbeard’s Ghost

 

Sea Devils

 

Xxxxx’s Mother 1997

 

Bruno 2000

 

Xxxxx Xxxx Series 52 Episodes

 

Earth VS. the Flying Saucers

 

Ring of the Nibelungs 2004

 

Xxxxx and the Argonauts 2000

 

Xxxxxxx Xxxxxx 2002

 

Beauty and the Beast 2014

 

The Odyssey 1997

 

Cinderella 2011

 

Xxxxx of Xxxx 2004

 

Pandemic 2007

 

Xxxxxxx Xxxxx and Secret Service 1999

 

Virus 1995

 

XXXXXX XXXXXXX 00 XXXX XXXXXX 2002

 

Taken (Alien Mini-Series) 2002

 

I’ll Take Manhattan 1986

 

Row Row Row Your Boat       ow      your boat

 

Celebrity (mini-series)

 

Hollywood Wives

 

Fresno

 

Mr. Ed - 29 Episodes

 

The Presence 1992

 

I-5 Killer 2014

 

Down Out and Dangerous 1995

 

My Favorite Martian 30 Episodes

 

MacShayne Winner Take All

 

 
67

 

 

Dealers 1986

 

When the Bough Breaks

 

Xxxxx Family Series – 25 Episodes

 

XxXxxx’x Navy Series 24 episodes

 

The Xxxx Xxxx Show – 35 episodes Series

 

Xxxxxx Xxxxxxxxx Hour - the Series

 

THREE FULL SEASONS OF XXXXXX XXXXXXXXX

 

Tombstone Territories 22 episodes

 

Westerners - the Series

 

Tennessee Tuxedo - Animated Series

 

Xxx August Xxxx Xxxxxxxx 26 episodes

 

This Island Earth

 

The Defenders 94 episodes

 

Stay the Night

 

Homeless to Harvard 2003

 

When Friendship Kills 1996

 

Dead Before Xxxx 1993

 

The Strange Affair 1996

 

Camp Xxxx Xxxxx 1990

 

Lady Killers 1995

 

American Dreamer 1989

 

The New Adventures Lone ranger 1980’s

 

Blue Knight mini-series

 

The Killing Secret 1995

 

Violation of Trust

 

Deep Family Secrets

 

Silent Witness 1985

 

Running Out 1983

 

Sins of Silence 1996

 

Lady Mobster 1988

 

 
68

 

 

Voice from the Grave 1996

 

Beyond the Bermuda Triangle 1973

 

Thin Ice 1996

 

XXXX XXXXXX

 

Lightening in a Bottle 1993

 

Nothing but the Night 1973 Xxxxxxxxx Xxxxxx gets into an accident in which a man loses his life. She suffers amnesia and everybody thinks the man was drunk and therefore responsible, even his own wife Xxxx, who befriends Charlotte but will be disturbed to find that Charlotte was drunk and caused the tragic accident.

 

Wild Horses

 

A Death in California 1985

 

Corpse a Familiar Face

 

Dead Man’s Curves 1978

 

Loneliest Runner 1980

 

In Defense of a Marriage Man

 

The Vegas Strip War

 

Angel Dusted

 

Dead Husbands

 

The Rebel

 

Xxxxxxxx File 2003

 

Blood Crime 2002

 

Broken Trust 1995

 

Invaders From Mars 1953

 

Inditement 1995

 

Bare Essence 1982 Double Feature

 

A Woman Scorned

 

Hath no Fury like af Woman Scorned 1991

 

Xxxxxx’x Witch 1993

 

Death in Small Doses

 

Tragedy of Flight 103 1990

 

The Space Giants All Episodes 1966

 

 
69

 

 

Xxxxx Come Home 1982

 

Dream Date 1989

 

Into the West hold

 

Elvis and Me 1988

 

Standoff at Xxxx Xxxxx 1995

 

The Fugitive

 

Run

 

The Quiet Man

 

Xxx Xxxx

 

Captain Xxxxxx and Soldiers of the future 1991

 

Seduced by Madness 1996

 

Noah’s Ark 1999

 

Ten-speed and Brown Shoe 1987

 

Behind the Camera - Unauthorized Story of Different Strokes

 

Behind the Camera - Unauthorized Story of Xxxx & Xxxxx

 

Behind the Camera - Unauthorized Story of Three’s a Company

 

Behind the Camera - Unauthorized Story of Xxxxxxx’s Angels

 

Xxxxxx All episodes/Seasons

 

Xxxxxx Grows Up Movie

 

Death Benefit

 

Lassie (TV Series)

 

Xxxxx in Wonderland 1985

 

He-Man and the Masters of the Universe 1985/Season one

 

Rio Lobo

 

Warden of Red Rock 2001

 

Maverick Queen

 

Purple Death from Outerspace

 

Big Valley 26 episodes

 

Hurricane Hunter 2009

 

Tornado! 1996

 

 
70

 

 

My Outlaw Brother

 

Yellow Sky

 

Xxxxxxx

 

The Reluctant Astronaut

 

The Shakiest Gun in the West

 

From Hell to Victory

 

Fugitive Nights

 

Numb 2015

 

Flight 313 2015

 

Combat 4 Seasons part of season 5 .

 

Backstairs at the White House 1979

 

Backstairs at the White House 1979

 

Backstairs at the White House 1979

 

Backstairs at the White House 1979

 

Take Me Home 2000

 

Daydream Believable 2000

 

Huckleberry Film

 

The Adventures of Xxx Xxxxxx

 

Pinocchio 2008 Double Feature

 

Pinocchio 2008

 

Hyper Sapien 1981

 

Return of the Rebels 1985

 

Thanks, of a Grateful Nation 1998

 

Force of impact 2016

 

Forty Days and Night 2012

 

The Right Temptations 2000

 

A Gun Fight 1972

 

A Bill Collector 2010

 

Pale Face

 

A Father’s Son 1999

 

 
71

 

 

Ship of Fools

 

Tumbleweed

 

Soraya 2003

 

Trapeze 1956

 

Mr. Rock n Roll - The Xxxx Xxxxx 1999

 

Heart Like a Wheel 2010

 

Planet Earth

 

Curse of King Tuts Tomb

 

I Dream of Xxxxxxx 15 years Later

 

I Still Dream of Xxxxxxx 1991

 

One Down and Two to Go 1982

 

Just an Old Sweet Song 1976

 

Sheba Baby 1975

 

Come Back Charleston Blues

 

Mean Xxxxxx Xxxxxx 1995

 

Return of the Rebels 1990

 

Xx Xxxxxx and Xx. Xxxx

 

Satan’s Triangle 1979

 

Monster Makers

 

Alladin 1986

 

Xxxx in the Lost City 1980

 

That Girl - two seasons

 

The Spirited Beginnings - Casper 1997

 

Pink Panther Show Series – 26 episodes

 

Seventeen Again

 

18 Again

 

Backfield in Motion

 

Dragonworld 1995

 

Davey and Goliath 12 episodes 1966-1970

 

Space Angel 80 episodes

 

72

 

Babes in Toyland 1986

 

March of the Wooden Soldiers

 

The Night they Saved Christmas 1980’s

 

SOUL 1970’s

 

Don’t Talk to Strangers

 

On the Line 2003

 

A Kid in Alladin’s Palace 1997

 

Xxxxxx Xxxxxxxx 1992

 

Xxxxxxx’x 1994

 

Daring and Xxxxx on-hold

 

My Babysitter is a Vampire mini-series 2011

 

Xxxxx of Locksley 1996

 

Remote 1993

 

Confessions of a Hit Man 1998

 

Tinman 2007

 

Xxxxxx’s Apprentice

 

Merlin’s 1998

 

Triple Cross 1966

 

Xxxx an the Beanstalk the Real Story

 

The Lamp 2011

 

Distinguished Gentleman

 

Xxxx Xxxx - A Search for Justice

 

Xxxx Xxxx - Death and Vengeance

 

Xxxx Xxxx - One of our Own

 

Fish Police

 

iSPY 24 episodes (more to clear)

 

Kojak Movie - Belarus File 1985

 

 
73

 

 

Bay City Rollers

 

Kojak Movie - The Prince of Justice 1987

 

Kojak Movie -Wisdom of Dis 1972

 

Kojak Movie - Ariana 1989

 

Kojak Movie - Fatal Flaw 1989

 

Kojak - Movie Flowers for Matty 1990

 

Kojak - None So Blind

 

Kojak Movie - It’s Always Something 1990

 

The Xxxxxx-Xxxxxx Murders (1973)

 

The Belarus File (1985)

 

The Prince of Justice (1987

 

Xxxxxx (1989)

 

Fatal Flaw (1989)

 

None So Blind (1990)

 

It’s Always Something (1990)

 

Flowers For Matty (1990)

 

Above Suspicion

 

Condominium 1980

 

The Haunting of Xxxxx Xxxxxxx 1985

 

Killer Waves 2007

 

The Hilarious of Frightenstein 1971

 

Xxxxx in Wonderland 1983

 

Pale Face Movie

 

Yesterday’s Enemy

 

Two Flags

 

Voyage to the Bottom of the Sea

 

Brass

 

Return of Xxxxxx Xxxx 1995

 

Escape from Terror

 

Guilty Until Proven Innocent 1993

 

Heat - Xxxx Xxxxxxxx

 

Other side of the Mountain

 

Other side of the Mountain Part 2

 

 
74

 

 

Domains:

 

Domains

 

Manage all your domains right here.

 

xxxxxxxxxx.xxx

 

Primary domain

 

Renews on Nov 16, 2023

 

xxxxxxxxxxxxxx.xxx

 

Redirects to primary domain|

 

Renews on Mar 28, 2024

 

Name

 

Details

 

xxxxx-xx.xxx

 

Primary domain

 

Renews on Feb 16, 2024

 

Name

 

Details

 

xxxxxxxxx.xxx

 

Primary domain

 

Renews on Feb 19, 2024

 

xxxxxxxxxxxx.xxx

 

Primary domain

 

Renews on Mar 28, 2024

 

 
75

 

 

Xxxxxxx.xxx

 

Details

 

xxxxxxx.xxx

 

Primary domain

 

Renews on Jun 29, 2023

 

xxxxxx0xxxxxx.xxx

 

Redirects to primary domain|

 

Renews on Apr 19, 2023

 

Unassigned domains

 

These domains are not assigned to any site.

 

Name

 

Details

 

xxxxxx.xxx

 

Not assigned to a site|

 

Renews on Mar 29, 2024

 

xxxxxxxxx0.xxx

 

Not assigned to a site|

 

Renews on Aug 7, 2023

 

iDream TV and Smart TV(s) APP: xxxxx://xxxxxxxxx.xxxxx.xx/xxxxxxxx_xxx/xxxxx.xxxx#/

 

 
76

 

 

Schedule 3

Consents

 

·

 Addressed in Schedule 2, ability to acquire ownership rights of titles.

 

 

 

 

·

Ownership rights of titles not regulated by FCC – falls under the FCC Licensed TV Stations to adhere to FCC. We do as a reputable service vendor to follow guidelines; therefore, acquire business of the TV Station, in that they trust our services.

 

 
77

 

 

Schedule 4

Agreements

 

 

·

 New York Spectrum Holding Company (NYSHC) Satellite Distribution MOU

 

 

 

 

·

 Tower Media

 

 

 

 

·

 Affiliate Broadcast with Dija

 

 

 

 

·

 Freecast

 

 

 

 

·

 Worldlink Medias Ad Deal through LAX Marketing

 

 

 

 

·

 Roku Channel of Appie Pie Films

 

 

 

 

·

 Roku Channel through StreamOn

 

 

 

 

·

 Affiliate Broadcast with River Street Cable through VidaMedia

 

 

 

 

·

 WBSCE Baseball and Softball License Agreement

 

 

 

 

·

 TBL The Basketball Team License Agreement

 

 

 

 

·

 Orasi Media Inc.

 

Schedule 5

Licenses

 

 
78

 

 

Exhibit A

Certificate of Designation

 

 
79

 

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Filed: April 28th, 2023
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