STOCK PURCHASE AGREEMENT
by and between
AMERINET FINANCIAL SERVICES, INC.
a Nevada corporation
and
XXXXX XXXXXXXX ENTERTAINMENT, INC.
a Colorado corporation
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT ("Agreement"), dated August ___,
1996, by and among AmeriNet Financial Services, Inc., a Nevada
corporation (hereinafter called "ANFS") and Xxxxx Xxxxxxxx
Entertainment, Inc., a Colorado corporation (hereinafter called "JNE").
W I T N E S S E T H
WHEREAS, JNE desires to sell 1,000 shares of the common
stock (the "RETN Shares") of Real Estate Television Network, Inc., a
Nevada corporation ("RETN") to ANFS, consisting of 100% of the
issued and outstanding common stock of RETN, on the terms and
conditions set forth in this Stock Purchase Agreement (hereinafter
called "Agreement"); and
WHEREAS, ANFS desires to issue and sell an aggregate of
1,250,000 of its Series A Convertible Preferred Stock (the
"Preferred Stock") to JNE in consideration for the transfer of the
RETN Shares to ANFS on the terms and conditions set forth in this
Agreement;
NOW THEREFORE, in consideration of the premises and
respective mutual agreements, covenants, representations and
warranties herein contained, it is agreed between the parties hereto
as follows:
ARTICLE 1.
SALE AND PURCHASE OF THE SHARES
1. Sale of the RETN Shares. At the date of the
signing of this Agreement as provided in Section 3.1 hereto (the
"Closing"), subject to the terms and conditions herein set forth,
and on the basis of the representations, warranties and agreements
herein contained, JNE shall sell to ANFS, and ANFS shall purchase
from JNE, the RETN shares.
2. Sale of the ANFS Initial Preferred Shares. At
the Closing, subject to the terms and conditions herein set forth,
and on the basis of the representations, warrants and agreements
herein contained, ANFS shall sell to JNE and JNE shall purchase from
ANFS, 1,000,000 shares of Series A Preferred Stock (the "Preferred
Stock") of ANFS (the "ANFS Initial Preferred Shares"). The
Preferred Stock shall be in accordance with the terms of that
certain Certificate of Designation of Series A Convertible Preferred
Stock, attached hereto as Exhibit A and incorporated herein by
reference.
3. Sale of the ANFS Subsequent Preferred Shares.
On the date which is 180 days from the Closing, ANFS shall issue and
deliver to JNE an additional 250,000 shares of Preferred Stock
provided that (i) the Closing set forth herein shall have occurred
and (ii) RETN shall have sold and delivered not less than 10 real
estate satellite systems to new clients subsequent to the date of
Closing.
4. Instruments of Conveyance and Transfer. At
the Closing, JNE shall deliver certificates representing 1,000
shares of RETN (100% of the issued and outstanding shares) to and
registered in ANFS's name, in form and substance satisfactory to
ANFS as shall be effective to vest in ANFS all right, title and
interest in and to all of the RETN Shares. At the Closing, ANFS
shall deliver certificates representing 1,000,000 shares of
Preferred Stock to and registered in JNE's name, in form and
substance satisfactory to JNE as shall be effective to vest in JNE
all right, title and interest in and to all of the ANFS Initial
Preferred Shares. At the date which is 180 days from the Closing,
and provided the conditions set forth in Section 1.3 have been
satisfied, ANFS shall deliver certificates representing 250,000
shares of Preferred Stock to and registered in JNE's name, in form
and substance satisfactory to JNE as shall be effective to vest in
JNE all right, title and interest in and to all of the ANFS
Subsequent Preferred Shares.
ARTICLE 1.
REPRESENTATIONS AND WARRANTIES
5. Representations and Warranties of JNE. To
induce ANFS to enter into this Agreement and to consummate the
transactions contemplated hereby, JNE represents and warrants, as of
the date hereof and as of the Closing, as follows:
6. Corporate Existence and Authority of JNE. JNE
is a corporation duly organized, validly existing and in good
standing under the laws of the State of Colorado. It has all
requisite corporate power, franchises, licenses, permits and
authority to own its properties and assets and to carry on its
business as it has been and is being conducted. It is in good
standing in each state, nation or other jurisdiction in each state,
nation or other jurisdiction wherein the character of the business
transacted by it makes such qualification necessary.
7. Corporate Existence and Authority of RETN.
RETN is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada. It has all
requisite corporate power, franchises, licenses, permits and
authority to own its properties and assets and to carry on its
business as it has been and is being conducted. It is in good
standing in each state, nation or other jurisdiction in each state,
nation or other jurisdiction wherein the character of the business
transacted by it makes such qualification necessary.
8. Capitalization of RETN. The authorized equity
securities of RETN consists of ___________ shares of common stock,
of which 1,000 shares are issued and outstanding. No other shares
of capital stock of RETN are issued and outstanding. All of the
issued and outstanding shares have been duly and validly issued in
accordance and compliance with all applicable laws, rules and
regulations and are fully paid and nonassessable. There are no
options, warrants, rights, calls, commitments, plans, contracts or
other agreements of any character granted or issued by RETN which
provide
for the purchase, issuance or transfer of any shares of the
capital stock of RETN nor are there any outstanding securities
granted or issued by RETN that are convertible into any shares of
the equity securities of RETN, and none is authorized. RETN is not
obligated or committed to purchase, redeem or otherwise acquire any
of its equity. All presently exercisable voting rights in RETN are
vested exclusively in its outstanding shares of common stock, each
share of which is entitled to one vote on every matter to come
before it's shareholders, and other than as may be contemplated by
this Agreement, there are no voting trusts or other voting
arrangements with respect to any of RETN's equity securities.
9. Subsidiaries. "Subsidiary" or "Subsidiaries"
means all corporations, trusts, partnerships, associations, joint
ventures or other Persons, as defined below, of which a corporation
or any other Subsidiary of such corporation owns not less than
twenty percent (20%)of the voting securities or other equity or of
which such corporation or any other Subsidiary of such corporation
possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies, whether through ownership
of voting shares, management contracts or otherwise. "Person" means
any individual, corporation,trust, association, partnership,
proprietorship, joint venture or other entity. There are no
Subsidiaries of RETN.
10. Execution of Agreement. The execution and
delivery of this Agreement does not, and the consummation of the
transactions contemplated hereby will not: (a) violate, conflict
with, modify or cause any default under or acceleration of (or give
any party any right to declare any default or acceleration upon
notice or passage of time or both), in whole or in part, any
charter, article of incorporation, bylaw, mortgage, lien, deed of
trust, indenture, lease, agreement, instrument, order, injunction,
decree, judgment, law or any other restriction of any kind to which
either JNE or RETN is a party or by which either of them or any of
their properties are bound; (b) result in the creation of any
security interest, lien, encumbrance, adverse claim, proscription or
restriction on any property or asset (whether real, personal, mixed,
tangible or intangible), right, contract, agreement or business of
JNE or RETN; (c) violate any law, rule or regulation of any federal
or state regulatory agency; or (d) permit any federal or state
regulatory agency to impose any restrictions or limitations of any
nature on JNE or RETN or any of their respective actions.
11. Taxes.
1 Except as set forth in Schedule 2.1.6, all taxes, assessments,
fees, penalties, interest and other governmental charges with
respect to RETN which have become due and payable on the date hereof
have been paid in full or adequately reserved against by RETN,
(including without limitation, income, property, sales, use,
franchise, capital stock, excise, added value, employees' income
withholding, social security and unemployment taxes), and all
interest and penalties thereon with respect to the periods then
ended and for all periods thereto;
1 .1 Except as set forth in Schedule 2.1.6, there are
no agreements, waivers or other arrangements providing for an
extension of time with respect to the assessment of any tax or
deficiency against RETN, nor are there any actions, suits,
proceedings, investigations or claims now pending against RETN, nor
are there any actions, suits, proceedings, investigations or claims
now pending against RETN in respect of any tax or assessment, or any
matters under discussion with any federal, state, local or foreign
authority relating to any taxes or assessments, or any claims for
additional taxes or assessments asserted by any such authority, and
there is no basis for the assertion of any additional taxes or
assessments against RETN, and
1.2 The consummation of the transactions contemplated
by this Agreement will not result in the imposition of any
additional taxes on or assessments against RETN.
1. Disputes and Litigation. There is no suit,
action, litigation, proceeding, investigation, claim, complaint, or
accusation pending, threatened against or affecting RETN or any of
its properties, assets or business or to which RETN is a party, in
any court or before any arbitrator of any kind or before or by any
governmental agency (including, without limitation, any federal,
state, local, foreign or other governmental department, commission,
board, bureau, agency or instrumentality), and there is no basis for
such suit, action, litigation, proceeding, investigation, claim,
complaint, or accusation; (b) there is no pending or threatened
change in any environmental, zoning or building laws, regulations or
ordinances which affect or could affect RETN or any of its
properties, assets or businesses; and (c) there is no outstanding
order, writ, injunction, decree, judgment or award by any court,
arbitrator or governmental body against or affecting RETN or any of
its properties, assets or business. There is no litigation,
proceeding, investigation, claim, complaint or accusation, formal or
informal, or arbitration pending, or any of the aforesaid
threatened, or any contingent liability which would give rise to any
right of indemnification or similar right on the part of any
director or officer of RETN or any such person's heirs, executors or
administrators as against RETN.
1. Compliance with laws. RETN has at all times
been, and presently is, in full compliance with, and has not
received notice of any claimed violation of, any applicable federal,
state, local, foreign and other laws, rules and regulations. RETN
has filed all returns, reports and other documents and furnished all
information required or requested by any federal, state, local or
foreign governmental agency and all such returns, reports, documents
and information are true and complete in all respects. All permits,
licenses, orders, franchises and approvals of all federal, state,
local or foreign governmental or regulatory bodies required of RETN
for the conduct of its business have been obtained, no violations
are or have been recorded in respect of any such permits, licenses,
orders, franchises and approvals, and there is no litigation,
proceeding, investigation, arbitration, claim, complaint or
accusation, formal or informal, pending or
threatened, which may revoke, limit, or question the validity, sufficiency
or continuance of any such permit, license, order, franchise or approval.
Such permits, licenses, orders, franchises and approvals are valid and
sufficient for all activities presently carried on by RETN.
2. Guaranties. RETN has not guaranteed any
dividend, obligation or indebtedness of any Person; nor has any
Person guaranteed any dividend, obligation or indebtedness of RETN.
3. Books and Records. RETN keeps its books,
records and accounts (including, without limitation, those kept for
financial reporting purposes and for tax purposes) in accordance
with good business practice and in sufficient detail to reflect the
transactions and dispositions of its assets, liabilities and
equities. The minute books of the RETN contain records of its
shareholders' and directors' meetings and of action taken by such
shareholders and directors. The meeting of directors and
shareholders referred to in such minute books were duly called and
held, and the resolutions appearing in such minute books were duly
adopted. The signatures appearing on all documents contained in
such minute books are the true signatures of the persons purporting
to have signed the same.
4. Representations and Warranties of ANFS. To
induce JNE to enter into this Agreement and to consummate the
transactions contemplated hereby, ANFS represents and warrants, as
of the date hereof and as of the Closing, as follows:
5. Corporate Existence and Authority of ANFS.
ANFS is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada. It has all
requisite corporate power, franchises, licenses, permits and
authority to own its properties and assets and to carry on its
business as it has been and is being conducted. It is in good
standing in each state, nation or other jurisdiction in each state,
nation or other jurisdiction wherein the character of the business
transacted by it makes such qualification necessary.
6. Capitalization of ANFS. The authorized equity
securities of ANFS consists of shares of common stock,
of which shares are issued and outstanding, and
10,000,000 shares of Preferred Stock, of which no shares are issued
and outstanding. No other shares of capital stock of ANFS are
issued and outstanding. All of the issued and outstanding shares
have been duly and validly issued in accordance and compliance with
all applicable laws, rules and regulations and are fully paid and
nonassessable. Except as set forth in Schedule 2.2.2, there are no
options, warrants, rights, calls, commitments, plans, contracts or
other agreements of any character granted or issued by ANFS which
provide for the purchase, issuance or transfer of any shares of the
capital stock of ANFS nor are there any outstanding securities
granted or issued by ANFS that are convertible into any shares of
the equity securities of ANFS, and none is authorized. Except as
set forth in Schedule 2.2.2, ANFS is not obligated or committed to
purchase, redeem or otherwise acquire any of its equity. All
presently exercisable voting rights in ANFS are vested exclusively
in its outstanding
shares of common stock, each share of which is
entitled to one vote on every matter to come before it's
shareholders, and other than as may be contemplated by this
Agreement, there are no voting trusts or other voting arrangements
with respect to any of ANFS's equity securities.
7. Subsidiaries. There are no Subsidiaries of ANFS.
8. Execution of Agreement. The execution and
delivery of this Agreement does not, and the consummation of the
transactions contemplated hereby will not: (a) violate, conflict
with, modify or cause any default under or acceleration of (or give
any party any right to declare any default or acceleration upon
notice or passage of time or both), in whole or in part, any
charter, article of incorporation, bylaw, mortgage, lien, deed of
trust, indenture, lease, agreement, instrument, order, injunction,
decree, judgment, law or any other restriction of any kind to which
ANFS is a party or by which it or any of its properties are bound;
(b) result in the creation of any security interest, lien,
encumbrance, adverse claim, proscription or restriction on any
property or asset (whether real, personal, mixed, tangible or
intangible), right, contract, agreement or business of ANFS; (c)
violate any law, rule or regulation of any federal or state
regulatory agency; or (d) permit any federal or state regulatory
agency to impose any restrictions or limitations of any nature on
ANFS or any of its actions.
9. Taxes.
1 All taxes, assessments, fees, penalties, interest and other
governmental charges with respect to ANFS which have become due and
payable on the date hereof have been paid in full or adequately
reserved against by ANFS, (including without limitation, income,
property, sales, use, franchise, capital stock, excise, added value,
employees' income withholding, social security and unemployment
taxes), and all interest and penalties thereon with respect to the
periods then ended and for all periods thereto;
1 .1 There are no agreements, waivers or other
arrangements providing for an extension of time with respect to the
assessment of any tax or deficiency against ANFS, nor are there any
actions, suits, proceedings, investigations or claims now pending
against ANFS, nor are there any actions, suits, proceedings,
investigations or claims now pending against ANFS in respect of any
tax or assessment, or any matters under discussion with any federal,
state, local or foreign authority relating to any taxes or
assessments, or any claims for additional taxes or assessments
asserted by any such authority, and there is no basis for the
assertion of any additional taxes or assessments against ANFS, and
1 .2 The consummation of the transactions contemplated
by this Agreement will not result in the imposition of any
additional taxes on or assessments against ANFS.
1. Disputes and Litigation. There is no suit, action,
litigation, proceeding, investigation, claim, complaint, or
accusation pending, threatened against or affecting ANFS or any of
its properties, assets or business or to which ANFS is a party, in
any court or before any arbitrator of any kind or before or by any
governmental agency (including, without limitation, any federal,
state, local, foreign or other governmental department, commission,
board, bureau, agency or instrumentality), and there is no basis for
such suit, action, litigation, proceeding, investigation, claim,
complaint, or accusation; (b) there is no pending or threatened
change in any environmental, zoning or building laws, regulations or
ordinances which affect or could affect ANFS or any of its
properties, assets or businesses; and (c) there is no outstanding
order, writ, injunction, decree, judgment or award by any court,
arbitrator or governmental body against or affecting ANFS or any of
its properties, assets or business. There is no litigation,
proceeding, investigation, claim, complaint or accusation, formal or
informal, or arbitration pending, or any of the aforesaid
threatened, or any contingent liability which would give rise to any
right of indemnification or similar right on the part of any
director or officer of ANFS or any such person's heirs, executors or
administrators as against ANFS.
1. Compliance with laws. ANFS has at all times
been, and presently is, in full compliance with, and has not
received notice of any claimed violation of, any applicable federal,
state, local, foreign and other laws, rules and regulations. ANFS
has filed all returns, reports and other documents and furnished all
information required or requested by any federal, state, local or
foreign governmental agency and all such returns, reports, documents
and information are true and complete in all respects. All permits,
licenses, orders, franchises and approvals of all federal, state,
local or foreign governmental or regulatory bodies required of ANFS
for the conduct of its business have been obtained, no violations
are or have been recorded in respect of any such permits, licenses,
orders, franchises and approvals, and there is no litigation,
proceeding, investigation, arbitration, claim, complaint or
accusation, formal or informal, pending or threatened, which may
revoke, limit, or question the validity, sufficiency or continuance
of any such permit, license, order, franchise or approval. Such
permits, licenses, orders, franchises and approvals are valid and
sufficient for all activities presently carried on by ANFS.
2. Guaranties. ANFS has not guaranteed any
dividend, obligation or indebtedness of any Person; nor has any
Person guaranteed any dividend, obligation or indebtedness of ANFS.
3. Books and Records. ANFS keeps its books,
records and accounts (including, without limitation, those kept for
financial reporting purposes and for tax purposes) in accordance
with good business practice and in sufficient detail to reflect the
transactions and dispositions of its assets, liabilities and
equities. The minute books of the ANFS contain records of its
shareholders' and directors' meetings and of action taken
by such shareholders and directors. The meeting of directors and
shareholders referred to in such minute books were duly called and
held, and the resolutions appearing in such minute books were duly
adopted. The signatures appearing on all documents contained in
such minute books are the true signatures of the persons purporting
to have signed the same.
ARTICLE 4.
CLOSING AND DELIVERY OF DOCUMENTS
5. Closing. The Closing shall be deemed to have occurred as of the
date of signing of this Agreement. Subsequent to the signing, the following
shall occur as a single integrated transaction:
6. Delivery by JNE:
(a) JNE shall deliver to ANFS the stock
certificates and all instruments of conveyance and transfer required
by Section 1.1.
(b) JNE shall deliver, or cause to be delivered,
to ANFS such instruments, documents and certificates as are required
to be delivered by JNE or its representatives pursuant to the
provisions of this Agreement.
7. Delivery by ANFS:
(a) ANFS shall deliver to JNE the stock
certificates and all instruments of conveyance and transfer required
by Section 1.2.
(b) ANFS shall deliver, or cause to be delivered,
to JNE such instruments, documents and certificates as are required
to be delivered by ANFS or its representatives pursuant to the
provisions of this Agreement.
8. Subsequent Delivery by ANFS:
(a) On the date which is 180 days from the
Closing, provided the conditions of Section 1.3 are satisified, ANFS
shall deliver to JNE the stock certificates and all instruments of
conveyance and transfer required by Section 1.3.
(b) ANFS shall deliver, or cause to be delivered,
to JNE such instruments, documents and certificates as are required
to be delivered by ANFS or its representatives pursuant to the
provisions of this Agreement.
ARTICLE 9.
TERMINATION, AMENDMENT AND WAIVER
10. Termination. Notwithstanding anything to the
contrary contained in this Agreement, this Agreement may be
terminated and the transactions contemplated hereby may be abandoned
at any time prior to the Closing by the mutual consent of all of the
parties;
11. Waiver and Amendment. Any term, provision,
covenant, representation, warranty or condition of this Agreement
may be waived, but only by a written instrument signed by the party
entitled to the benefits thereof. The failure or delay of any party
at any time or times to require performance of any provision hereof
or to exercise its rights with respect to any provision hereof shall
in no manner operate as a waiver of or affect such party's right at
a later time to enforce the same. No waiver by any party of any
condition, or of the breach of any term, provision, covenant,
representation or warranty contained in this Agreement, in any one
or more instances, shall be deemed to be or construed as a further
or continuing waiver of any such condition or breach or waiver of
any other condition or of the breach of any other term, provision,
covenant, representation or warranty. No modification or amendment
of this Agreement shall be valid and binding unless it be in writing
and signed by all parties hereto.
ARTICLE 12.
COVENANTS
13. To induce ANFS to enter into this Agreement
and to consummate the transactions contemplated hereby, and without
limiting any covenant, agreement, representation or warranty made
JNE covenants and agrees as follows:
14. Notices and Approvals. JNE agrees: (a) to give and
to cause RETN to give all notices to third parties which may be
necessary or deemed desirable by ANFS in connection with this
Agreement and the consummation of the transactions contemplated
hereby; (b) to use its best efforts to obtain and to cause RETN to
obtain, all federal and state governmental regulatory agency
approvals, consents, permit, authorizations, and orders necessary or
deemed desirable by ANFS in connection with this Agreement and the
consummation of the transaction contemplated hereby; and (c) to use
its best efforts to obtain, and to cause RETN to obtain, all
consents and authorizations of any other third parties necessary or
deemed desirable by ANFS in connection with this Agreement and the
consummation of the transactions contemplated hereby.
15. Information for ANFS's Statements and Applications.
JNE and RETN and their employees, accountants and attorneys shall
cooperate fully with ANFS in the preparation of any statements or
applications made by ANFS to any federal or state governmental
regulatory agency in connection with this Agreement and the
transactions contemplated hereby and to furnish ANFS with all
information concerning JNE and RETN necessary or deemed desirable by
ANFS for inclusion in such statements and applications, including,
without limitation, all requisite financial statements and schedules.
16. Access to Information. ANFS, together with its
appropriate attorneys, agents and representatives, shall be
permitted to make the full and complete investigation of JNE and
RETN and have full access to all of the books and records of the
other during reasonable business hours. Notwithstanding the
foregoing, such parties shall treat all such information as
confidential and shall not disclose such information without the
prior consent of the other.
17. To induce JNE to enter into this Agreement and
to consummate the transactions contemplated hereby, and without
limiting any covenant, agreement, representation or warranty made
ANFS covenants and agrees as follows:
18. Consulting Agreement. ANFS agrees that ANFS shall
enter into a consulting agreement with an entity to be determined by
JNE pursuant to which such entity shall receive compensation equal
to 250,000 free trading shares of common stock of ANSF for the
period specified in such agreement.
19. Access to Information. JNE, together with its
appropriate attorneys, agents and representatives, shall be
permitted to make the full and complete investigation of ANFS and
have full access to all of the books and records of the other during
reasonable business hours. Notwithstanding the foregoing, such
parties shall treat all such information as confidential and shall
not disclose such information without the prior consent of the other.
ARTICLE 20.
MISCELLANEOUS
21. Expenses. Except as otherwise specifically
provided for herein, whether or not the transactions contemplated
hereby are consummated, each of the parties hereto shall bear all
taxes of any nature (including, without limitation, income,
franchise, transfer and sales taxes) and all fees and expenses
relating to or arising from its compliance with the various
provisions of this Agreement and such party's covenants to be
performed hereunder, and except as otherwise specifically provided
for herein, each of the parties hereto agrees to pay all of its own
expenses (including, without limitation, attorneys and accountants'
fees and printing expenses) incurred in connection with this
Agreement, the transactions contemplated hereby, the negotiations
leading to the same and the preparations made for carrying the same
into effect, and all such taxes, fees and expenses of the parties
hereto shall be paid prior to Closing.
22. Notices. Any notice, request, instruction or
other document required by the terms of this Agreement, or deemed by
any of the parties hereto to be desirable, to be given to any other
party hereto shall be in writing and shall be given by prepaid
telegram or delivered or mailed by registered or certified mail,
postage prepaid, with return receipt requested, to the following
addresses:
TO ANFS:
AmeriNet Financial Services, Inc.
0000 Xxxxxx Xxxxxx Xxxx., Xxxxx 000
Xxxxxxx, XX 00000
Attn: Xxxx X. Pembroke
TO JNE or RETN:
Xxxxx Xxxxxxxx Entertainment, Inc.
0000 Xxxxxx Xxxx., Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attn: Xxx Xxxxxxxx
with a copy to:
M. Xxxxxxx Xxxxxx
Xxxxxx & Xxxxx
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
The persons and addresses set forth above may be changed
from time to time by a notice sent as aforesaid. If notice is given
by delivery in accordance with the provisions of this Section, said
notice shall be conclusively deemed given at the time of such
delivery. If notice is given by mail in accordance with the
provisions of this Section, such notice shall be conclusively deemed
given forty-eight (48) hours after deposit thereof in the United
States mail. If notice is given by telegraph in accordance with the
provisions of this Section, such notice shall be conclusively deemed
given at the time that the telegraphic agency shall confirm delivery
thereof to the addressee.
23. Entire Agreement. This Agreement, together
with the Schedule and exhibits hereto, sets forth the entire
agreement and understanding of the parties hereto with respect to
the transactions contemplated hereby, and supersedes all prior
agreements, arrangements and understandings related to the subject
matter hereof. No understanding, promise, inducement, statement of
intention, representation, warranty, covenant or condition, written
or oral, express or implied, whether by statute or otherwise, has
been made by any party hereto which is not embodied in this
Agreement, or in the Schedule 1or exhibits hereto or the written
statements, certificates, or other documents delivered pursuant
hereto or in connection with the transactions contemplated hereby,
and no party hereto shall be bound by or liable for any alleged
understanding, promise, inducement, statement, representation,
warranty, covenant or condition not so set forth.
24. Survival of Representations. All statements
of fact (including financial statements) contained in the Schedule,
the exhibits, the certificates or any other instrument delivered by
or on behalf of the parties hereto, or in connection with the
transactions
contemplated hereby, shall be deemed representations
and warranties by the respective party hereunder. All
representation, warranties agreements and covenants hereunder shall
survive the Closing and remain effective regardless of any
investigation or audit at any time made by or on behalf of the
parties or of any information a party may have in respect thereto.
Consummation of the transactions contemplated hereby shall not be
deemed or construed to be a waiver of any right or remedy possessed
by any party hereto, notwithstanding that such party knew or should
have known at the time of Closing that such right or remedy existed.
25. Incorporated by Reference. The Schedule, the
exhibits and all documents (including, without limitation, all
financial statements) delivered as part hereof or incident hereto
are incorporated as a part of this Agreement by reference.
26. Remedies Cumulative. No remedy herein
conferred upon Purchaser is intended to be exclusive of any other
remedy and each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise.
27. Execution of Additional Documents. Each party
hereto shall make, execute, acknowledge and deliver such other
instruments and documents, and take all such other actions as may be
reasonably required in order to effectuate the purposes of this
Agreement and to consummate the transactions contemplated hereby.
28. Finders' and Related Fees. Each of the
parties hereto is responsible for, and shall indemnify the other
against, any claim by any third party to a fee, commission, bonus or
other remuneration arising by reason of any services alleged to have
been rendered to or at the instance of said party to this Agreement
with respect to this Agreement or to any of the transactions
contemplated hereby.
29. Governing Law. This Agreement has been
negotiated and executed in the State of California and shall be
construed and enforced in accordance with the laws of such state.
30. Forum. Each of the parties hereto agrees that
any action or suit which may be brought by any party hereto against
any other party hereto in connection with this Agreement or the
transactions contemplated hereby may be brought only in a federal or
state court in Orange County, California.
31. Binding Effect and Assignment. This Agreement
shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, legal
representatives and assigns.
32. Counterparts. This Agreement may be executed
in counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. In
making proof of this Agreement, it shall not be necessary to produce
or account for more than one such counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement, as of the date first written hereinabove.
AMERINET FINANCIAL SERVICES, INC., a
Nevada corporation ("ANFS")
By: /s/ Xxxx X. Pembroke
Xxxx X. Pembroke
Chairman and Chief Executive Officer
XXXXX XXXXXXXX ENTERTAINMENT, INC.
a Colorado corporation ("JNE")
By: /s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Chairman and Chief Executive Officer
