EXHIBIT 10.1
AGREEMENT FOR PURCHASE
THIS AGREEMENT FOR PURCHASE (this "Agreement") is dated as of the 27
day of March, 2009, by and among Xxxxxx X. Xxxxx, as Trustee (MAB), and Medianet
Group Technologies, Inc., a Nevada corporation ("MEDG").
RECITALS:
MAB and MEDG desire to complete a purchase transaction pursuant to
which MAB (on his behalf and others--Exhibit A) shall acquire all
(100%) of the issued and outstanding common stock of MEMORY LANE in
exchange for the total payment of $75,000 as of the date of closing;
and
A. The Board of Directors of MEDG approved the proposed transaction, contingent
upon satisfaction prior to closing of all of the terms and conditions of this
Agreement; and
B. MEDG is the owner of all (100%) of the issued and outstanding common stock of
MEMORY LANE; and
C. The Parties desire to make certain representations, warranties and agreements
in connection with completion transaction.
NOW, THEREFORE, in consideration of the foregoing recitals, which shall
be considered an integral part of this Agreement, and the covenants, conditions,
representations and warranties hereinafter set forth, the parties hereby agree
as follows:
ARTICLE I
THIS AGREEMENT
1.1 THE PURCHASE. At the Closing (as hereinafter defined), MAB shall acquire all
of the issued and outstanding common stock of MEMORY LANE from MEDG.
Consideration to be issued by MAB shall be $75,000 in exchange for 100% of the
issued and outstanding common stock of MEMORY LANE. This agreement shall take
place upon the terms and conditions provided for in this Agreement and in
accordance with applicable law.
1.2 CLOSING AND EFFECTIVE TIME. Subject to the provisions of this Agreement, the
parties shall hold a closing (the "Closing") on March 27, 2009. Such date shall
be the date of closing (the "Effective Time").
1.3 PAYMENT OF FUNDS. The payment of funds shall be as follow
$75,000 shall be paid in full for debt owing MAB and others from MEDG. This
payment and reduction of the liability obligation shall be final as if the
payment was in cash and the liability was paid in full for the amount of
$75,000. The specific allocation of liability owed to each entity is more
fully described within Exhibit A.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF MAB. MAB represents and warrants to MEDG
as follows:
(a) ORGANIZATION, STANDING AND POWER. MAB under the laws of the State of
Florida, has all requisite power and authority to own, lease and operate its
properties and to carry on its business as now being conducted, and is duly
qualified and in good standing to do business in each jurisdiction in which
the nature of its business or the ownership or leasing of its properties
makes such qualification necessary.
(b) AUTHORITY. MAB has all requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby.
(c) CONFLICT WITH OTHER AGREEMENTS; APPROVALS. The execution and delivery of
this Agreement does not, and the consummation of the transactions
contemplated hereby will not result in any violation of, or default (with or
without notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or the loss of a
material benefit under, or the creation of a lien, pledge, security interest
or other encumbrance on assets (any such conflict, violation, default, right
of termination, cancellation or acceleration, loss or creation, a
"violation") pursuant or result in any violation of any loan or credit
agreement, note, mortgage, indenture, lease, benefit plan or other
agreement, obligation, instrument, permit, concession, franchise, license,
judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to MAB which violation would have a material adverse effect on
MAB taken as a whole. No consent, approval, order or authorization of, or
registration, declaration or filing with, any court, administrative agency
or commission or other governmental authority or instrumentality, domestic
or foreign (a "Governmental Entity") is required by or with respect to MAB
in connection with the execution and delivery of this Agreement by MAB or
the consummation by MAB of the transactions contemplated hereby.
(d) COMPLIANCE WITH LAWS. MAB is and has been in compliance in all material
respects with all laws, regulations, rules, orders, judgments, decrees and
other requirements and policies imposed by any Governmental Entity
applicable to it, its properties or the operation of its businesses.
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2.2 REPRESENTATIONS AND WARRANTIES OF THE MEDG. By execution of this Agreement,
MEDG represents and warrants to MAB as follows:
(a) SHARES FREE AND CLEAR. The shares of MEMORY LANE which it owns (100%)
are free and clear of any liens, claims, options, charges or encumbrances of
any nature.
(b) UNQUALIFIED RIGHT TO TRANSFER SHARES. MEDG has the unqualified right to
sell, assign, and deliver the shares of MEMORY LANE contemplated by this
Agreement, MAB will acquire good and valid title to such shares, free and
clear of all liens, claims, options, charges, and encumbrances of whatsoever
nature.
(b) AGREEMENT AND TRANSACTION DULY AUTHORIZED. MEDG is authorized to execute
and deliver this Agreement and to consummate the share transaction described
herein. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will constitute a
violation or default under any term or provision of any contract,
commitment, indenture, other agreement or restriction of any kind or
character to which MEDG is a party or by which MEDG is bound.
(c) ROYALTY PAYMENTS. MEDG represents and warrants that all royalty payments
generated by MEMORY LANE from the date of the Closing are the exclusive
property of MAB and shall be paid directly to MAB.
ARTICLE III
ADDITIONAL AGREEMENTS AND RELATED TRANSACTIONS
3.1 ACCESS TO INFORMATION. Upon reasonable notice, MEMORY LANE and MEDG shall
afford to the officers, employees, accountants, counsel and other
representatives of MAB, access to all their books, contracts, commitments and
records and, MEMORY LANE shall furnish promptly to MAB (a) a copy of each
report, schedule, registration statement and other document filed or received by
it during such period pursuant to the requirements of Federal or state
securities laws and (b) all other information concerning its business,
properties and personnel as such other party may reasonably request. Unless
otherwise required by law, the parties will hold any such information which is
nonpublic in confidence until such time as such information otherwise becomes
publicly available through no wrongful act of either party, and in the event of
termination of this Agreement for any reason each party shall promptly return
all nonpublic documents obtained from any other party, and any copies made of
such documents, to such other party.
3.2 LEGAL CONDITIONS TO EXCHANGE. MEMORY LANE and MEDG shall take all reasonable
actions necessary to comply promptly with all legal requirements which may be
imposed on itself with respect to this agreement and will promptly cooperate
with and furnish information to each other in connection with any such
requirements imposed upon any of them or upon any of their related entities or
subsidiaries in connection with this agreement. Each party shall take all
reasonable actions necessary to obtain (and will cooperate with each other in
obtaining) any consent, authorization, order or approval of, or any exemption
by, any Governmental Entity or other public or private third party, required to
be obtained or made by MEDG or MEMORY LANE or any of their related entities or
subsidiaries in connection with this agreement or the taking of any action
contemplated thereby or by this Agreement.
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ARTICLE IV
CONDITIONS PRECEDENT
4.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THIS AGREEMENT. The
respective obligations of each party to effect this agreement shall be
conditional upon the filing, occurring or obtainment of all authorizations,
consents, orders or approvals of, or declarations or filings with, or
expirations of waiting periods imposed by any governmental entity or by any
applicable law, rule, or regulation governing the transactions contemplated
hereby.
4.2 CONDITIONS TO OBLIGATIONS OF MAB. The obligation of MAB to effect this
agreement is subject to the satisfaction of the following conditions on or
before the Closing Date unless waived by MAB:
(a) REPRESENTATIONS AND WARRANTIES. The representations and warranties of
MEMORY LANE and of the MEDG set forth in this Agreement shall be true and
correct in all material respects as of the date of this Agreement and
(except to the extent such representations and warranties speak as of an
earlier date) as of the Closing Date as though made on and as of the Closing
Date, except as otherwise contemplated by this Agreement.
(b) PERFORMANCE OF OBLIGATIONS OF MEMORY LANE. MEMORY LANE shall have
performed in all material respects all obligations required to be performed
by it under this Agreement at or prior to the Closing Date.
(c) CONSENTS. MEMORY LANE shall have obtained the consent or approval of
each person whose consent or approval shall be required in connection with
the transactions contemplated hereby under any loan or credit agreement,
note, mortgage, indenture, lease or other agreement or instrument, except
those for which failure to obtain such consents and approvals would not, in
the reasonable opinion of MAB, individually or in the aggregate, have a
material adverse effect on MEMORY LANE and its subsidiaries and related
entities taken as a whole upon the consummation of the transactions
contemplated hereby. MEMORY LANE shall also have received the approval of
MEDG in accordance with applicable law.
(d) DUE DILIGENCE REVIEW. MAB shall have completed to its reasonable
satisfaction a review of the business, operations, finances, assets and
liabilities of MEMORY LANE no later than March 27, 2009 and shall not have
determined that any of the representations or warranties of MEMORY LANE and
MEDG contained herein are, as of the date hereof or the Closing Date,
inaccurate in any material respect or that MEMORY LANE and MEDG are
otherwise in violation of any of the provisions of this Agreement.
(e) PENDING LITIGATION. There shall not be any litigation or other
proceeding pending or threatened to restrain or invalidate the transactions
contemplated by this Agreement, which, in the sole reasonable judgment of
MEDG, made in good faith, would make the consummation of this agreement
imprudent. In addition, there shall not be any other litigation or other
proceeding pending or threatened against MEMORY LANE, the consequences of
which, in the judgment of MAB, could be materially adverse to MEMORY LANE.
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(f) GAAP AUDITED FINANCIAL STATEMENTS OF MEMORY LANE. MEDG's obligations
hereunder shall be contingent upon its receipt of audited financial
statements for MEMORY LANE for the year ended December 31, 2007
4.4 CONDITIONS TO OBLIGATIONS OF MEDG.
(a) At Closing, MEDG shall provide documentation of the full satisfaction of
notes, payables and all liabilities to and from MEMORY LANE.
(b) MEDG shall fully cooperate in satisfying all conditions of this
agreement.
ARTICLE V
TERMINATION AND AMENDMENT
5.1 TERMINATION. This Agreement may be terminated at any time prior to the
Effective Time:
(a) by either MAB or MEDG if there has been a material breach of any
representation, warranty, covenant or agreement on the part of the other set
forth in this Agreement which breach has not been cured within five (5)
business days following receipt by the breaching party of notice of such
breach, or if any permanent injunction or other order of a court or other
competent authority preventing the consummation of this agreement shall have
become final and non-appealable; or
(b) By MAB if MEMORY LANE has not supplied MAB with financial statements on
or before March 27, 2009.
5.2 EFFECT OF TERMINATION. In the event of termination of this Agreement by
either MAB or MEDG as provided in Section 5.1, this Agreement shall forthwith
become void and there shall be no liability or obligation on the part of any
party hereto. In such event, all costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by the
party incurring such expense.
ARTICLE VI
GENERAL PROVISIONS
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All of the
representations, warranties and agreements in this Agreement or in any
instrument delivered pursuant to this Agreement shall survive the Effective Time
for a period of two years from the date of this Agreement.
6.1 NOTICES. All notices and other communications hereunder shall be in writing
and shall be deemed given if delivered personally, telescoped (which is
confirmed) or mailed by registered or certified mail (return receipt requested)
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):
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If to MAB
Xxxxxx Xxxxx
0000 Xxx Xxxxxx
Xxxxxxxxx Xxxxx, Xx. 00000
If to the MEDG
Xxxxxx Xxxxx
0000 X. Xxxxxx Xxxx
Xxxxx 000-000
Xxxxxxx, XX 00000
6.1 INTERPRETATION. When a reference is made in this Agreement to Sections, such
reference shall be to a Section of this Agreement unless otherwise indicated.
The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.
Whenever the words "include", "includes" or "including" are used in this
Agreement, they shall be deemed to be followed by the words "without
limitation". The phrase "made available" in this Agreement shall mean that the
information referred to has been made available if requested by the party to
whom such information is to be made available.
6.2 COUNTERPARTS. This Agreement may be executed in two or more counterparts,
all of which shall be considered one and the same agreement and shall become
effective when two or more counterparts have been signed by each of the parties
and delivered to the other parties, it being understood that all parties need
not sign the same counterpart.
6.3 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES; RIGHTS OF OWNERSHIP. This
Agreement (including the documents and the instruments referred to herein)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof, and is not intended to confer upon any person other than
the parties hereto any rights or remedies hereunder.
6.4 GOVERNING LAW. This Agreement shall be governed and construed in accordance
with the laws of the State of Florida without regard to principles of conflicts
of law. Each party hereby irrevocably submits to the jurisdiction of any Court
of Florida or any federal court in the State of Florida in respect of any suit,
action or proceeding arising out of or relating to this Agreement, and
irrevocably accept for themselves and in respect of their property, generally
and unconditionally, the jurisdiction of the aforesaid courts.
6.5 NO REMEDY IN CERTAIN CIRCUMSTANCES. Each party agrees that, should any court
or other competent authority hold any provision of this Agreement or part hereof
or thereof to be null, void or unenforceable, or order any party to take any
action inconsistent herewith or not to take any action required herein, the
other party shall not be entitled to specific performance of such provision or
part hereof or thereof or to any other remedy, including but not limited to
money damages, for breach hereof or thereof or of any other provision of this
Agreement or part hereof or thereof as a result of such holding or order.
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6.6 PUBLICITY. Except as otherwise required by law or the rules of the SEC, so
long as this Agreement is in effect, no party shall issue or cause the
publication of any press release or other public announcement with respect to
the transactions contemplated by this Agreement without the written consent of
the other party, which consent shall not be unreasonably withheld.
6.7 ASSIGNMENT. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the other
parties. Subject to the preceding sentence, this Agreement will be binding upon,
inure to the benefit of and be enforceable by the parties and their respective
successors and assigns.
IN WITNESS WHEREOF, this Agreement has been signed by the parties set forth
below as of the date set forth above.
XXXXXX X. XXXXX, AS TRUSTEE
("MAB")
By: /s/ Xxxxxx X. Xxxxx
-------------------
Xxxxxx X. Xxxxx, as Trustee and Individual
MEDIANET GROUP TECHNOLOGIES, INC.
("MEDG")
By: /s/ Xxxxxx Xxxxx
----------------
Xxxxxx Xxxxx, President
By: /s/ Xxxxxx Xxxxxxxxx
--------------------
Xxxxxx Xxxxxxxxx, Secretary
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EXHIBIT A
NAME SHARES ISSUED VALUATION
Xxxxxx Xxxxx ................ 3,800,000 $ 57,000
Xxxxx Xxxxxxx ............... 180,000 $ 2,700
Xxxxx Xxxxxxx -
C/F Xxxx Xxxxxxx ............ 45,000 $ 675
Xxxxx Xxxxxxx -
C/F Xxxx Xxxxxxx ............ 45,000 $ 675
Xxxx Xxxxxxxxx .............. 180,000 $ 2,700
Xxxx Xxxxxxxxx -
C/F Xxxxx Xxxxxxxxx ......... 45,000 $ 675
Xxxx Xxxxxxxxx -
C/F Xxxxx Xxxxxxxxx ......... 45,000 $ 675
Xxxxxx Xxxxxxxxx ............ 10,000 $ 150
Xxxxxx Xxxxxxxxx ............ 20,000 $ 300
Xxxx Xxxxxx ................. 10,000 $ 150
Xxxx Xxxxx** ................ 72,000 $ 1,080
Xxxxxx Xxxxx** .............. 72,000 $ 1,080
Xxxx Xxxxxxxxx .............. 10,000 $ 000
Xxx Xxxxxxxxx ............... 10,000 $ 150
Xxxxxx Xxxxxxxxx ............ 10,000 $ 150
Xxxxxx Xxxxx** .............. 36,000 $ 540
Xxxxxxxx Xxxxxx ............. 10,000 $ 150
Xxxxx Xxxxxx ................ 10,000 $ 150
Xxxxx Xxxxxx ................ 10,000 $ 150
Xxxxxx Xxxx ................. 10,000 $ 150
Xxxxx Xxxxxxxxx ............. 10,000 $ 150
Xxxx X. Xxxxx - Xxxxxxxxx ... 10,000 $ 150
Xxxxxx Xxxxxxxxx III ........ 10,000 $ 150
Xxxxxxx X.Xxxxxxxxx ........ 10,000 $ 150
Xxxxxx Xxxxxxxxx
C/F Xxxxxxxxx Xxxxxxxxx ..... 10,000 $ 150
Xxxxx Xxxxxx ................ 10,000 $ 150
Xxx Xxxxxx .................. 10,000 $ 000
Xxxxx Xxxxxxxxx ............. 10,000 $ 000
Xxxxx Xxxxxxxxx ............. 10,000 $ 000
Xxxxxx Xxxxx** .............. 36,000 $ 540
Xxxxxx Xxxxx** .............. 36,000 $ 000
Xxxx Xxxxx** ................ 36,000 $ 540
Xxx Xxxx .................... 10,000 $ 150
Xxxxxx Xxxxxx ............... 10,000 $ 150
Xxxxxxx Xxxxxx .............. 10,000 $ 150
Xxxxx Xxxxxx ................ 10,000 $ 150
Xxxxxxx Xxxxxx .............. 10,000 $ 150
Xxxxxxx Xxxxxx .............. 10,000 $ 150
Xxxxxxx Xxxxxx .............. 10,000 $ 150
Xxxxxxx X. Xxxx ............. 10,000 $ 150
Xxxxxx Xxxx ................. 10,000 $ 150
X.X. Xxxxxxxx ............... 10,000 $ 150
Xxxxxx Xxxxx ................ 10,000 $ 150
Island Capital
Management LLC .............. 62,000 $ 930
Total ....................... 5,000,000 $ 75,000
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