AGREEMENT dated as of October 18, 1996, by and among
CREATIVE LEARNING PRODUCTS, INC., a New Jersey corporation
("CLP"), and KARDS FOR KIDS, INC., a New Jersey corporation
("KFK"), each having its principal office at 000 Xxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxx Xxxxxx 00000, NIGHTWING ENTERTAINMENT GROUP,
INC., a Nevada Corporation ("NEG"), having its principal office
at 0000 Xxxxxxxxx Xxxxxxx Xxxxx, Xxxx. 00,
Xxxxx 000, Xxxxxxx, Xxxxxxx 00000.
W I T N E S S E T H:
WHEREAS, NEG desires to acquire from KFK, and KFK desires to
transfer to NEG, all the assets, properties, business and good
will of Congress Entertainment ("CE"), a division of a wholly-
owned subsidiary of CLP, located at 000 Xxxxx 000, X.X. Xxx 000,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, for the consideration set forth
herein from NEG, which acquisition shall simultaneously include
the assumption by NEG of all liabilities of CE provided in
Schedule "A", all upon the terms and conditions hereinafter set
forth.
WHEREAS, in order to carry out the foregoing objectives,
CLP, KFK, and NEG desire to enter into and adopt this Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual representations, warrants, and agreements herein
contained, the parties hereto do hereby agree as follows:
1. Assets to be Transferred.
(a) Subject to the terms and conditions set forth herein,
on the Closing Date (as hereinafter defined) KFK shall sell,
assign, transfer and convey to NEG all of the business,
properties, and assets of CH of every kind, nature and
description (real, personal and mixed, both tangible and
nontangible and every interest therein, wheresoever located,
including, with limitation, all rights to the name "Congress
Entertainment" and all other names used by CE in its business,
which assets of CE shall be free and clear of all security
interests, liens, charges and encumbrances, except those
liabilities assumed by NEG as set forth in Section 2(b) hereto
and as shall be set forth on Schedule "A" to be appended hereto
(the "CE Transfer").
2. Consideration for CE Transfer.
(a) On the Closing Date, NEG will cause to be issued and
delivered to CLP, certificates representing 2,000,000 shares of
the Common Stock, par value $.001 (the "NEG Common Stock"), of
NEG.
(b) As further consideration for said assets, NEG and KFK
will execute and deliver at the Closing an Assignment and
Assumption Agreement, in form reasonably satisfactory to
counsel for CLP, pursuant to which NEG shall assume all of the debts and
obligations of CE that are specifically set forth in Exhibit "A"
to be attached.
(c) All shares of the NEG Common Stock delivered under this
Agreement shall be delivered pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the "Act"), and, accordingly,
may not be transferred unless registered under the Act or there
is an opinion that the shares may be sold pursuant to an
exemption such as Rule 144 pursuant to the Act.
(d) NEG agrees to use its best efforts to register the
shares of the amended Common Stock issued to CLP by the filing of
an appropriate Registration Statement on Form S-1 or such other
forms as may be appropriate under the Act. The Company will
exert its best efforts to obtain effectiveness of such
Registration Statement on or prior to the 200th day after the
closing.
In order to effect the purpose and intent of this
Xxxxxxx 0, XXX shall obtain and deliver at the closing, a letter
signed by Mr. Xxxxxx Xxxxx, President, and/or other principal
shareholders of NEG owning or controlling an aggregate 50.1% or
more of the outstanding voting shares of NEG to the effect that
said registration will be promptly undertaken.
3. The Closing.
The closing of the transactions contemplated by this
Agreement shall take place before October 31, 1996 on such date
as CLP and NEG may agree (the "Closing Date") at 10:00 A.M., at
the offices of CLP or at such other time and place upon which CLP
and NEG hereto may agree.
4. Conditions Precedent.
(a) NEG agrees, before the Closing, to provide CLP with a
copy of the latest draft of NEG's Form 10 or other form
registering the NEG Common Stock pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended, and a representation
that NEG will become a reporting company and its shares are
traded on the Nasdaq OTC Bulletin Board system.
(b)(i) CLP agrees to allow NEG and its representatives
reasonable access to CE's financial data and personnel.
(ii) CLP will deliver a full, complete and accurate
schedule A that will disclose all liabilities to be
agreed to and assumed by NEG.
(c) NEG agrees to use its best efforts to reach an
agreement with Xxxxxxx Xxxxxx of CE as it pertains to
the account of Publishers Clearing House.
5. Representations and Warranties.
In order to induce CLP and KFK to execute and perform this
Agreement, NEG does hereby, represent, warrant, and agree (which
representations, warranties, and agreements shall be
and be designed to be, continuing and survive the execution and delivery
of this Agreement and the Closing Date) as follows:
(a) NEG is a corporation duly organized, validly existing
and in good standing under the laws of the State of Nevada, with
full power and authority, corporate and otherwise, and with all
licenses, permits, certifications, registrations, approvals,
consents and franchises necessary to own or lease and operate its
properties and to conduct its business as such business currently
is being conducted.
(b) NEG has the full power and authority, corporate and
otherwise, to execute, deliver and perform this Agreement and to
consummate the transactions contemplated hereby:
(c) The execution, delivery and performance of this
Agreement by NEG, the consummation by NEG of the transactions
herein contemplated and the compliance by NEG with the terms and
conditions of this Agreement have been duly authorized by all
necessary corporate action.
(d) This Agreement is the valid and binding obligation of
NEG, enforceable in accordance with its terms, subject, as to
enforcement or remedies, to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the rights of
creditors generally and the discretion of courts in granting
equitable remedies;
(e) At the closing, all of the shares of the NEG Common
Stock to be issued by NEG pursuant to this Agreement shall be
deemed to be duly and validly authorized and, when issued to CLP,
duly and validly issued, fully paid and nonassessable and free
and clear of all federal and state issuance taxes, security
interests, liens, claims, encumbrances and charges, subject to
NEG's obligation to register the shares under the Act.
6. CLPI Representations and Warranties.
In order to induce NEG to execute and perform this
Agreement, CLP does hereby represent, warrant, covenant and agree
(which representations, warranties, covenants and agreements
shall be, and be deemed to be, continuing and survive the
execution and delivery of this Agreement, and the Closing) as
follows:
(a) Each of CLP and KFK is a corporation duly organized,
validly existing and in good standing under the laws of the State
of New Jersey, CLP's shares are publicly traded on the Nasdaq
Small-cap System under the symbol "CLPI" and each of CLP and KFK
has full power and authority, corporate and otherwise, and with
all licenses, permits, certifications, registrations, approvals,
consents and franchises necessary to own or lease and operate its
properties and to conduce its business as currently being
conducted.
(b) Each of CLP and KFK has the full power and authority,
corporate and otherwise, to execute, deliver and perform this
Agreement and to consummate the transactions contemplated hereby,
including the CE Transfer.
(c) The execution, delivery and performance of this
Agreement by each of CLP and KFK, the consummation by KFK of the
transactions herein contemplated and the compliance by each of
CLP and KFK with the terms of this Agreement have been duly
authorized by all necessary corporate action, and this Agreement
has been duly and properly authorized, executed and delivered by
CLP and KFK.
(d) This Agreement is the valid and binding obligation of
each CLP and KFK, enforceable in accordance with its terms,
subject, as to enforcement or remedies, to applicable bankruptcy,
insolvency, reorganization, moratorium and the other laws
affecting the rights of creditors generally and the discretion of
courts in granting equitable remedies.
7. Notices.
Any and all notices, requests or instructions desired or
required to be given by any party hereto to any other party
hereto shall be in writing, sent by nationally recognized
overnight courier or mailed to the recipient first class, postage
prepaid, certified, return receipt requested at the addresses set
forth in the introductory paragraph hereof or to such other
address as each party may notify the other parties.
8. Amendments.
This Agreement may be amended at any time prior to the
Closing Date by a writing executed by the respective officers of
CLP, KFK and NEG.
9. Governing Law.
This Agreement shall be governed by, and constructed in
accordance with, the laws of the State of New Jersey applicable
to contracts executed and to be fully performed therein and
without regard to principles of conflicts of laws.
10. Effectiveness.
This Agreement shall inure to the benefit of, and be binding
upon, the parties hereto and their respective successors,
transferees, heirs, assigns and beneficiaries.
11. Integration.
This Agreement (including the Exhibits hereto, the documents
and instruments delivered by the parties hereto as herein
provided and any other documents executed and delivered or to be
executed and delivered pursuant to the provisions of this
Agreement as here provided) sets forth the entire agreement among
the parties hereto with respect to the subject matter herein
contained. There are no covenants, promises, agreements,
conditions or understandings, either oral or written, between or
among the parties hereto with respect to the subject matter
hereof except as herein and in such ancillary documents. This
Agreement can only be altered, amended, modified, terminated or
rescinded by a writing executed by the party to be charged.
12. Counterparts.
This Agreement may be executed in multiple copies, each of
which shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement to be executed as of the date first above written.
CREATIVE LEARNING
PRODUCTS, INC.
Witness:_________________ By:
--------------------------
Xxxxx X. Xxxxx, President
Dated: October 18, 1996
KARDS FOR KIDS, INC.
Witness: __________________ By:
-------------------------
Xxxxx X. Xxxxx, President
Dated: October __, 1996
NIGHTWING ENTERTAINMENT
GROUP, INC.
Witness: ___________________ By:
-------------------------
Xxxxxx Xxxxx, President
Dated: October 10, 1996
