EXHIBIT 10.1
REDEMPTION AGREEMENT
REDEMPTION AGREEMENT ("Agreement"), made as of this 31st day
of December 2001, by and among Xxxxxxx Xxxxxxxxxxx ("the Seller")
with an address at X.X. Xxx 00000, Xxxxxxxx, XX 00000 and Media
and Xxxxxxxxxxxxx.xxx, Inc., a Nevada corporation with its
principal place of business at 000 X. Xxxxxxx Xxxx., Xxx Xxxxx,
Xxxxxx 00000 (the "Company").
W I T N E S S E T H:
WHEREAS, the Company and the Seller entered into an Asset
Purchase Agreement (the "APA") on July 30, 2001 pursuant to which
the Company issued 100,000 of its shares of Common Stock, $.001
par value (the "Shares"), to Seller in consideration of the sale
to the Company of all assets listed on the Xxxx of Sale attached
hereto as Exhibit A (the "Assets").
WHEREAS, the Company and the Seller mutually decided to
terminate and rescind their relationship as of December 31, 2001,
however, were unable to memorialize such termination until the
date hereof; and
WHEREAS, the Seller is desirous of selling the Shares of the
Company back to the Company and the Company is desirous of
redeeming all of the Seller's Shares and effecting such
rescission in accordance with the terms and conditions contained
hereinafter.
NOW, THEREFORE, in consideration of the foregoing and the
mutual premises and covenants contained hereinafter, the parties
hereto hereby agree as follows:
PAGE-1-
1. Sale and Delivery of Shares. Seller hereby sells,
transfers, assigns and delivers to the Company and the Company
hereby redeems as of the Closing date, as hereinafter defined,
all of the 100,000 Shares of the Company, presently owned by the
Seller. The certificates evidencing the Shares to be transferred
shall be duly endorsed for transfer.
2. Purchase Price. In consideration for the redemption of
the Shares, the Company will at the Closing deliver the Assets
(the "Purchase Price").
3. Closing.
(a) The closing ("Closing") of the transactions
contemplated by this Agreement will take place simultaneous with
the execution of this Agreement on February __, 2002 (the
"Closing Date"), at the offices of the Company, 000 X. Xxxxxxx
Xxxx., Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000, or at such other time
and place as the parties hereto mutually agree.
(b) Seller shall deliver to the Company at the Closing
certificates for the Shares duly endorsed for transfer in blank
or with stock powers executed in blank attached.
(c) Seller shall deliver to the Company at the Closing
a general release which shall include, but not be limited to a
release of the Company from all obligations under the APA,
including, but not limited to, employment of Xxxxxxx Xxxxxxxxxxx
by the Company under an employment agreement, or otherwise; stock
options to purchase the Company's Common Stock; and the right to
a percentage of the gross profits contributed by Xxxxxxxx
Affiliated Productions to the Company.
(d) The Company shall deliver to the Seller all right,
title and interest to the Assets, constituting the Purchase Price
as set forth in Section 2 above, together with all other
documents and agreements required to be delivered by it
hereunder.
PAGE-2-
(e) The Company shall execute such other documents as
reasonably requested by the Seller and its counsel, at the
Closing or thereafter in order to effect the terms and provisions
of this Agreement and the limitations contemplated hereby.
(f) Seller shall execute such other documents as
reasonably requested by the Company and its counsel, at the
Closing or thereafter in order to effect the terms and provisions
of this Agreement and the transactions contemplated hereby.
4. Representations, Warranties and Covenants of the
Company. In order to induce Seller to enter into this
Agreement, the Company hereby represents and warrants to and
agrees with Seller as follows:
(a) To the best of its knowledge, the execution and
delivery of this Agreement and the consummation of the
transactions contemplated in this Agreement (i) have been duly
authorized by all requisite corporate action and (ii) do not and
shall not conflict with or result in a breach or violation of any
of the terms or provisions of any agreement or instrument to
which the Company is a party, or its certificate of incorporation
or by-laws, or any law, rule, regulation, judgment, order or
decree of any government, government agency or court with
jurisdiction over the Company.
(b) To the best of its knowledge, this Agreement
constitutes a valid and binding obligation of the Company
enforceable in accordance with its terms, except as (i) the
enforceability hereof may be limited by bankruptcy, insolvency or
similar laws affecting the enforceability of creditor's rights
generally and (ii) the availability of equitable remedies may be
limited by equitable principles of general applicability.
PAGE-3-
(c) The Company is now and on the date of Closing will
be a duly organized and validly existing corporation and in
good standing under the laws of the State of Nevada. The Company
has complete and total ownership and all right, title and
interest to the Assets.
(d) The Company holds good and marketable title to the
Assets, free and clear of restrictions on or conditions to
transfer or assignment, and free and clear of all liabilities,
obligations, security interests, liens, pledges, charges or
encumbrances of any kind whatsoever.
(e) The Company has not employed any broker or finder
in connection with the transaction contemplated by this
Agreement or taken action that would give rise to valid claims
against any party for a brokerage commission, finder's fee or
other like payment.
(f) The execution and delivery of this Agreement by
the Company and the consummation of the completed
transaction, will not result in the creation or imposition of
any valid lien, charge or encumbrance on any of the assets, and
will not require the authorization, consent, or approval of any
third party, including any governmental division or regulatory
agency.
(g) The Company is neither party to, nor otherwise
subject to any collective bargaining or other agreement
governing the wages, hours, in terms of any associated business
relating to the Assets.
(h) At the time of closing, there will be no
material leases, employment contracts, contracts for services,
or maintenance, or other similar contracts, existing or
related to or connected with the operation of Seller's
assets not cancelable within thirty (30) days.
PAGE-4-
(i) The Company has no knowledge of any claim,
litigation, proceeding, or investigation pending or threatened
against the Company that might result in any material adverse
change in the business or condition of the Assets being
conveyed under this Agreement.
(j) The representations, warranties, covenants and
agreements of the Company contained herein or in any other
document furnished by them hereunder, shall be deemed and
construed to be continuing representations, warranties, covenants
and agreements and shall survive the Closing.
5. Representations. Warranties and Covenants of the
Seller. In order to induce the Company to enter into this
Agreement, Seller hereby represents and warrants to and agrees
with the Company as follows:
(a) Seller's Shares are owned beneficially and of
record by Xxxxxxx Xxxxxxxxxxx. The Shares are validly issued and
outstanding, fully paid for and non-assessable and free of
preemptive rights. There are no outstanding (i) securities
convertible into or exchangeable for the Shares (ii) options,
warrants or other rights to purchase or subscribe for the Shares,
or (iii) contracts, commitments, shareholder agreements or other
agreements, commitments, understandings or arrangements of any
kind to which Seller is a party relating to the voting, issuance,
acquisition, disposition or otherwise concerning the Shares. Any
and all agreements among the Company and Seller or between any of
them and any other party have been terminated and are of no force
and effect. Seller owns the Shares free and clear of all liens,
charges, encumbrances or claims of others, and upon delivery of
the Shares by Seller pursuant to this Agreement, the Company will
acquire good, valid and marketable title thereto free and clear
of all liens, charges, encumbrances and claims of others.
PAGE-5-
(b) Seller has the capacity to enter into, deliver the
Shares and perform under the terms of this Agreement and the
execution, delivery and performance of this Agreement will not
violate or conflict with any agreement, instrument, law or
regulation to which Seller is a party or by which Seller is or
may be bound.
(c) As of the date of this Agreement, there is not
pending nor threatened, any claim or litigation against Seller
and/or the Company, affecting the ownership of the Shares or
involving the Company's properties, which might result in a
material adverse change in the financial position, business,
assets, properties or operations of the Company.
(d) This Agreement constitutes a valid and binding
obligation of Seller enforceable in accordance with its terms,
except as (i) the enforceability hereof may be limited by
bankruptcy, insolvency or similar laws affecting the
enforceability of creditor's rights generally, and (ii) the
availability of equitable remedies may be limited by equitable
principles of general applicability.
(e) As of the date of this Agreement, there are no
liabilities or obligations of the Company of any nature
whatsoever, whether accrued, absolute, contingent or otherwise,
which have been incurred by Seller or of which Seller has
knowledge.
(f) As of the date of this Agreement, there are no
wages, salaries, vacation, or other compensation payable by the
Company to Seller and Seller's employees.
(g) As of the date of this Agreement, all Assets of
the Company, as set forth on Exhibit A, being returned to Seller,
are located at the Company's premises at Xxxxxxxx Affiliated
Productions, Inc., X.X. Xxx 00000, Xxxxxxxx, Xxxxxxxxxx 00000
for which Seller shall take possession upon the execution of this
Agreement.
PAGE-6-
(h) The Company hereby waives any and all rights to
use the assumed name of Xxxxxxxx Affiliated Productions.
(i) Seller has not employed any broker or finder in
connection with the transaction contemplated by this Agreement
and has taken no action that would give rise to a valid claim
against any party for a brokerage commission, finder's fee or
other like payment.
(j) The representations, warranties, covenants and
agreements of Seller contained herein or in any other document
furnished by him hereunder, shall be deemed and construed to be
continuing representations, warranties, covenants and agreements
and shall survive the Closing.
6. Conditions Precedent to Seller's Obligations. The
obligation of Seller to purchase the Assets is subject to the
fulfillment, prior to or at the Closing date, of each of the
following conditions, any one or portion of which may be waived
in writing by Seller:
(a) All representations and warranties made in
this Agreement by the Company shall be true as of the closing
date as fully as those such representations and warranties
had been made on or as of the Closing date, and, as of the
Closing date, the Company shall have violated or shall have
failed to perform in accordance with any covenant contained in
this Agreement.
(b) Seller shall have obtained all licenses and
permits from public authorities necessary to authorize the
ownership and operation of the business of Assets.
PAGE-7-
(c) There shall have been no material adverse change
in the manner of operation of the Assets prior to the Closing
date.
(d) At the Closing date, no suit, action or other
proceeding shall have been threatened or instituted to restrain,
enjoin or otherwise prevent the consummation of this Agreement or
the contemplated transactions.
7. Conditions Precedent to Obligations of the Company.
The obligations of the Company to consummate the transactions
contemplated by this Agreement are subject to the fulfillment,
prior to or at the Closing date, of the following condition,
which may be waived in writing by the Company:
All representations and warranties made in this
Agreement by Seller shall be true as of the Closing date as
fully as though such representations and warranties have been
made on and as of the Closing date, and Seller shall not have
violated or shall not have failed to perform in accordance with
any covenant contained in this Agreement.
8. Seller's Acceptance. Seller represents and
acknowledges that it has entered into this Agreement on the
basis of its own examination, personal knowledge, and opinion of
the value of the business. Seller has not relied on any
Representations made by the Company other than those specified in
this Agreement. Seller further acknowledges that the Company has
made no agreement or promise to repair or improve any property
being sold to Seller under this Agreement, and that Seller takes
all such property in the condition existing on the date of this
Agreement, except as otherwise provided in this Agreement.
9. Indemnification and Survival. All representations and
warranties made in this Agreement shall survive the closing of
this Agreement, except that any party to whom a representation
or warranty has been made in this Agreement shall be deemed to
have waived any misrepresentation or breach of representation or
warranty which such party had knowledge prior to Closing.
PAGE-8-
Any party learning or a misrepresentation or breach of representation
or warranty under this Agreement shall immediately give notice
thereof to all other parties to this Agreement. The
representations and warranties in this Agreement shall terminate
three (3) years from the Closing date, and such representations
or warranties shall thereafter be without force or effect,
except any claim with respect to which notice has been given to
the party to be charged prior to such expiration date.
10. The Company's Indemnification.
(a) The Company hereby agrees to indemnify and hold
Seller, its successors and assigns harmless from and against:
(i) Any and all claims, liabilities and
obligations of every kind and description, contingent or
otherwise, arising out of or related to the operation of the
assets prior to the close of business on the day before the
Closing date, except for claims, liabilities and obligations of
the Company expressly assumed by the Seller under this Agreement
or paid by insurance maintained by the Company or the Seller.
(ii) Any and all damage or deficiency resulting
from any material misrepresentation or breach of warranty or
covenant, or nonfulfillment of any agreement on the part of
Seller under this Agreement.
(b) The Company's indemnity obligations under 10(a)
shall be subject to the following:
PAGE-9-
(i) If any claim is asserted against the Seller
that would give rise to a claim by Seller against the Company
for indemnification under the provisions of this paragraph, the
Seller shall promptly give written notice to Company concerning
such claim and the Company shall, at no expense to Seller defend
the claim.
(ii) The Company shall not be required to
indemnify the Seller for any amounts that exceed the total
Purchase Price paid by the Seller under Section 2 of this
Agreement.
11. Seller's Indemnification. Seller agrees to defend,
indemnify and hold harmless the Company from and against:
(a) Any and all claims, liabilities and obligations of
every kind and description, contingent or otherwise, arising
out of or related to the operation of the Assets following
Closing or arising out of Seller's failure to perform obligations
of Seller assumed by buyer pursuant to this Agreement.
(b) Any and all damages or deficiencies resulting from
any material misrepresentation, breach of warranty or covenant,
or nonfulfillment of any agreement on the part of Seller under
this Agreement.
12. (A) Obligations of the Company at Closing. At the
Closing, the Company shall deliver to Seller the following:
(i) Bills of Sale, Assignments, properly
endorsed Certificate of Titles, and other instruments of
transfer, in form and substance reasonable satisfactory to
counsel for Seller necessary to transfer and convey all of the
Assets to Seller.
PAGE-10-
(ii) Such other certificates and documents as may
be called for by the provisions of this Agreement.
(B) Obligations of Seller at Closing. At the Closing
Seller shall deliver to the Company the following:
(i) A 100,000 share stock certificate of the
Company held of record by [Xxxxxxx Xxxxxxxxxxx] along with
appropriate stock powers.
(ii) Such other certificates and documents as may
be called for by the provisions of this Agreement.
13. Bulk Sales Law. Seller waives compliance by the
Company with the Bulk Transfer Act. In the event any creditor of
the Company claims the benefit of the Bulk Transfer Law as
against Seller or any of the Assets being conveyed to Seller
under this Agreement, the Company shall immediately pay or
otherwise satisfy such claim or undertake its defense. The
Company shall indemnify and hold Seller harmless from and against
any and all loss, expense, or damage resulting from the failure
to comply with the Bulk Transfer law. If the Company fails to
comply with the provision of this Section 13 and Seller
is required to pay any creditor of the Company in order to
protect the property purchased under this agreement from claims
or liens of the Company's creditors, except those assumed by
Seller, the Seller may offset the amount it pays against the
balance due the Company by furnishing to the Seller proof of such
payment in the form of a receipt from the creditor involved.
l4. Termination of Agreement.
(a) By Mutual Consent. This Agreement may be
terminated by mutual written consent of Seller and the Company.
PAGE-11-
(b) Breach of Representations and Warranties; Failure
of Conditions. Seller may elect by notice to the Company, and
the Company may elect by notice to Seller, to terminate this
Agreement if:
(i) The terminating party shall have discovered
a material error, misstatement, or omissions in the
representations and warranties made in this Agreement by the
other party which shall not have been cured by such other party
within fifteen (15) days after written notice to such other
party specifying in detail such asserted error, misstatement,
or omission, or by the closing date, whichever first occurs.
(ii) All of the conditions precedent of the
terminating party's obligations under this Agreement as set forth
in either Section 6 or 7, as the case may be, have not occurred
and have not been waived by the terminating party on or prior
to the closing date.
15. Closing Notwithstanding The Right to Terminate. The
party with a right to terminate this Agreement pursuant to
Section 14(a) or l4(b) shall not be bound to exercise such
right, and its failure to exercise such right shall not
constitute a waiver of any other right it may have under this
Agreement, including, but not limited to, remedies for breach of
a representation, warranty, or covenant.
16. Miscellaneous.
(a) The provisions of this Agreement shall be binding
upon and inure to the benefit of the heirs, personal
representatives, successors, and assigns of the parties.
(b) Any notice or other communication required or
permitted to be given under this Agreement shall be in writing
and shall be mailed by certified mail, return receipt requested,
postage prepaid, addressed to the parties as follows:
PAGE-12-
Contact Person: Xxxxxxx Xxxxxxxxxxx
Seller: Xxxxxxxx Affiliated Productions, Inc.
Address: X.X. Xxx 00000
Xxxx/xxxxx/xxx: Xxxxxxxx, XX 00000
Telephone: 000-000-0000
The Company: Media and Xxxxxxxxxxxxx.xxx, Inc.
Address: 000 X. Xxxxxxx Xxxx. - Suite 300
City/state/zip: Xxx Xxxxx, XX 00000
Contact Person: Xxxxx Xxxxxx
Telephone: 000-000-0000
All notices and other communications shall be deemed to
be given at the expiration of three (3) days after the date
of mailing. The address to which notices or other
communications shall be mailed may be changed from time to
time by giving written notice to the other parties as provided
above.
(c) In the event of a default under this Agreement,
the defaulting party shall reimburse the nondefaulting party
or parties for all costs and expenses reasonable incurred by
the nondefaulting party or parties in connection with the
default, including without limitation attorney fees.
Additionally, in the event a suit or action is filed to enforce
this Agreement or with respect to this Agreement, the prevailing
party or parties shall be reimbursed by the other party for
all costs and expenses incurred in connection with the suit or
action, including without limitation reasonable attorney fees at
the trial level and on appeal.
(d) No waiver of any provision of this Agreement shall
be deemed, or shall constitute, a waiver of any other
provision, whether or not similar, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.
PAGE-13-
(e) This Agreement shall be governed by and shall
be construed in accordance with the laws of the State of Nevada.
(f) This Agreement constitutes the entire
agreement between the parties pertaining to its subject and it
supersedes all prior contemporaneous agreements, representations,
and understandings of the parties. No supplement, modification,
or amendment of this Agreement shall be binding unless executed
in writing by all parties.
Witness the signatures of the parties this the 28th day of
February 2002.
SELLER: THE COMPANY:
/s/ Xxxxxxx Xxxxxxxxxxx /s/ Xxxxx Xxxxxx
----------------------- ------------------------------------
Xxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxx, Chairman of the Board
PAGE-14-
EXHIBIT "A"
XXXX OF SALE
KNOW ALL MEN BY THESE PRESENTS, that Media and
Xxxxxxxxxxxxx.xxx, Inc. ("Seller") a Nevada corporation, pursuant
to and subject to the terms and conditions of a Redemption
Agreement dated as of December 31, 2001 by and between Seller and
Xxxxxxx Xxxxxxxxxxx, for good and valuable consideration, to it
in hand paid, does bargain, sell, transfer, assign and convey the
following goods and property:
(i) 1. Contracts for service with and outstanding Accounts
Receivable for the following:
2. Accessorize by Xxxxxx
3. AV Equipment Rental
4. Xxxxx Insurance
5. RKR, Inc.
6. Santa Clarita Athletic Club
7. Santa Clarita Studios
8. Soundman
9. Tracy's Nails
10. Valencia Acura
11. Valencia Chevrolet
12. The business name Xxxxxxxx Affiliated Productions
13. All associated goodwill and other intangibles
(ii) The names of the business which will become a DBA of Media
and Xxxxxxxxxxxxx.xxx, Inc. (Xxxxxxxx Affiliated
Productions)
(iii) All associated intangible assets.
(iv) The Company's goodwill if any.
(v) All cash and money instruments in all accounts.
(vi) All Accounts Receivables.
(vii) All furniture, inventory, and equipment per the
attached list.
(viii) All Copyrights, Trademarks, and Patents.
PAGE-15-E1
(ix) All future checks for Xxxxxxxx agency work will be
endorsed over to Xxxxxxx Xxxxxxxxxxx.
To Xxxxxxx Xxxxxxxxxxx, a California resident, his
successors and assigns to have and to hold forever.
Seller does hereby covenant and agree to and with Buyer to
warrant and defend the sale of goods and property hereby sold
unto Buyer, its successors and assigns, against each and every
person and persons whomsoever.
IN WITNESS WHEREOF, the undersigned has hereunto set its
hand and seal as of this ______ day of February, 2002.
Media and Xxxxxxxxxxxxx.xxx, Inc.
By: /s/ Xxxxx Xxxxxx
-----------------------
Xxxxx Xxxxxx, CEO
Signed, sealed and delivered
in the presence of:
----------------------------
PAGE-16-E2
