SURRENDER AND CANCELLATION AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into on the date
hereinafter set forth by and between GENESIS MEDIA GROUP, INC., a Florida
corporation (the "Company"), XXXX X. XXXX, Ph.D ("Xxxx") and RAMY EL-BATRAWI
("El-Batrawi").
WHEREAS:
A. There are currently 4,060,000 shares of common stock, par value
$.001 per share, of the Company (the "Common Stock") outstanding;
X. Xxxx and El-Batrawi are the record and beneficial owners of
116,504 and 3,883,496 shares of the Common Stock of the Company, respectively;
C. The Company previously determined that it was in the Company's
best interest to effect a 38,834.95-for-one stock split, resulting in 4,000,000
outstanding shares of Common Stock;
D. The Company, in consultation with its financial advisors, has
determined that it is in the Company's best interest that Xxxx'x and
El-Batrawi's four million (4,000,000) share holding in the Company be reduced to
three million (3,000,000) shares, on a ratable basis through the surrender and
cancellation of one million (1,000,000) shares of Common Stock, or twenty-five
percent (25%) of the total number of shares of Common Stock held by such
holders; and
X. Xxxx and El-Batrawi each desire to surrender twenty-five percent
(25%) of their interest in the Company, or 29,126 and 970,874 shares (the
"Shares") of the Common Stock of the Company, respectively, for cancellation in
connection with the recapitalization of the Company.
NOW, THEREFORE BE IT RESOLVED:
1. SURRENDER OF SHARES. Xxxx and El-Batrawi shall surrender
29,126 and 970,874 shares of the Common Stock of the Company, respectively, to
the Company for cancellation. Contemporaneously with the execution of this
Agreement, Xxxx and El-Batrawi shall surrender the share certificates
representing the Shares to the Company and the Company shall cancel the Shares
and reissue to Xxxx and El-Batrawi certificates representing the uncanceled
shares of Common Stock held by them.
2. RELEASE BY XXXX. Xxxx does hereby unconditionally
release the Company, its officers, directors, shareholders, employees, agents or
insurers (collectively, the "Released Parties"), from and against any and all
claims which Xxxx may have, of any kind or nature, with respect to the Shares.
3. RELEASE BY EL-BATRAWI. El-Batrawi does hereby
unconditionally release the Released Parties from and against any and all claims
which El-Batrawi may have, of any kind or nature, with respect to the Shares.
4. GENERAL PROVISIONS.
(a) GOOD FAITH. Wherever in this Agreement a party is
required to satisfy a condition or complete an act in a certain fashion or
within a specified time period, that party shall pursue such objectives in good
faith and make all reasonable efforts to accomplish the same; the other party
shall likewise in good faith cooperate and assist the other party in
accomplishing this task to cause the consummation of the Agreement as intended
herein.
(b) CAPTIONS, HEADINGS AND EXHIBITS. The captions and
headings of this Agreement are for convenience only and have no force and effect
in the interpretation or construction of this Agreement.
(c) SEVERABILITY. If any term, provision, covenant or
condition of this Agreement shall be or become illegal, null, void or against
public policy, or shall be held by any court of competent jurisdiction to be
illegal, null or void or against public policy, the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected,
impaired or invalidated thereby. The term, provision, covenant or condition
that is so invalidated, voided or held to be unenforceable shall be modified or
changed by the parties to the extent possible to carry out the intentions and
directives set forth in this Agreement.
(d) COUNTERPARTS. This Agreement may be executed in
any number of counterparts, each of which shall be an original, but all of which
shall constitute one and the same instrument.
(e) ASSIGNMENT. No party shall have the right to
assign their rights or delegate any of their obligations or duties hereunder
without the express written consent of the other parties, except as authorized
herein.
(f) SUCCESSORS AND ASSIGNS. Except as restricted
herein, this Agreement shall be binding on and shall inure to the benefit of the
parties and their respective heirs, legal representatives, successors and
assigns.
(g) WAIVER. The waiver of any breach of any provision
hereunder by any party to this Agreement shall not be deemed to be a waiver of
any preceding or subsequent breach hereunder, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the
party making the waiver.
(h) GOVERNING LAW. The validity and interpretation of
this Agreement shall be governed by the laws of the State of California, with
venue for all purposes to be proper only in the County of Los Angeles, State of
California.
(i) NOTICES. All notices, approvals, acceptances,
demands and other communications required or permitted hereunder, to be
effective, shall be in writing and shall be delivered either in person or by
mailing the same by United States mail (postage prepaid, registered or
certified, return receipt requested) or by Federal Express or other similar
overnight delivery service to the party to whom the notice is directed at the
address of such party as follows:
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To the Company: GENESIS MEDIA GROUP, INC.
00000 Xxxxxxx Xxxxxxxxx
Xxxxxx Xxxx, XX 00000-0000
With a copy to: Xxxxxxxx X. Xxxxxxx
Nida & Xxxxxxx, P.C.
000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxxx, XX 00000
To Xxxx: Xxxx X. Xxxx, Ph.D
_____________________________
_____________________________
To El-Batrawi: Ramy El-Batrawi
00000 Xxxxxxx Xxxxxxxxx
Xxxxxx Xxxx, XX 00000-0000
Any written communications given by mail shall be deemed
delivered two (2) business days after such mailing date and any written
communication given by overnight delivery service shall be deemed delivered one
(1) business day after the dispatch date. A party may change their address by
giving the other party written notice of their new address as herein provided.
(j) ATTORNEYS' FEES. If any action (including an
arbitration proceeding) at law or equity, including an action for declaratory
relief, is brought to enforce or interpret the provisions of this Agreement, the
prevailing party shall be entitled to recover actual attorneys' fees, which may
be determined by the court or arbitrator in the same action or in a separate
action brought for that purpose. The attorneys' fees shall not be computed in
accordance with any court or other schedule but shall be made as to fully
reimburse for all attorneys' fees, paralegal fees, costs and expenses actually
incurred in good faith, regardless of the size of the judgment, it being the
intention of the parties to fully compensate for all attorneys' fees, paralegal
fees, costs and expenses paid or incurred in good faith.
8. ARBITRATION. Any controversy, dispute, or claim arising
out of, in connection with, or in relation to the interpretation, performance or
breach of this Agreement shall be settled by arbitration administered by the
American Arbitration Association and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.
9. ENTIRE AGREEMENT AND AMENDMENT. This Agreement contains
the entire understanding and agreement of the parties and there have been no
promises, representations, agreements, warranties or undertakings by any of the
parties, either oral or written, of any character or nature hereafter binding
except as set forth herein. This Agreement may be altered, amended or modified
only by an instrument in writing, executed by the parties to this Agreement, and
by no other means. Each party waives their future right to claim, contest or
assert that this Agreement was modified, canceled, superseded or changed by any
oral agreement, course of conduct, waiver or estoppel.
10. COUNSEL. Nida & Xxxxxxx, P.C. has acted as counsel to
the Company only in the preparation of this Agreement, and El-Batrawi and Xxxx
agree that they have been advised to seek
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independent counsel in respect to the execution of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this 1st day of November, 1998.
THE COMPANY:
GENESIS MEDIA GROUP, INC.
By: /s/ Ramy El-Batrawi
---------------------------
Name: Ramy El-Batrawi
Title: President
/s/ Xxxx X. Xxxx, Ph.D
-------------------------------
XXXX X. XXXX, Ph.D
/s/ Ramy El-Batrawi
-------------------------------
RAMY EL-BATRAWI
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