AGREEMENT
This Agreement is made as of the second day of October, 2002
between Ugomedia Interactive Corporation, a Nevada
corporation ("Ugo") and Xxxxxxx X. Xxxxxxxxx ("Xxxxxxxxx").
1. Ugo will purchase 1,441,666 issued and outstanding
shares of Ugo from Xxxxxxxxx, constituting all shares of Ugo
owned by Xxxxxxxxx, for the following consideration:
$65,000.00, payable $15,000 upon execution, with a non
interest bearing note secured by the stock sold for
$5,000 due in 30 days after closing, and the balance
due in 12 months or when Ugo is sold or merged which
ever comes first.
At closing, all shares being purchased hereunder and from
Xxxxxxx Xxxxxxxxx pursuant to an agreement of even date
herewith will be transferred to the account of Xxxxxxx and
Xxxxxxx Xxxxx at Xxxxxx, Account Number 00000000, to be
returned to treasury and cancelled by Ugo.
Xxxxxxxxx owns this stock free and clear of all liens,
claims or encumbrances and has the full right and power to
sell this stock back to Ugo as contemplated in this
Agreement.
2. Xxxxxxxxx agrees to a termination of his Employment
Agreement with Ugo dated
_____ and a release of all liabilities associated therewith
or otherwise in connection with his employment by Ugo,
subject to all provisions of federal and state law
concerning notice and opportunity to rescind, incorporated
by reference herein.
3. Xxxxxxxxx shall retain those Assets of Ugo set forth on
Schedule A.
4. Xxxxxxxxx shall assume responsibility for the
liabilities of Ugo set forth on Schedule B.
5. Prior to closing, Xxxxxxxxx shall elect Xxxx Xxxxxxx to
the Board of Directors of Ugo to fill the vacancy created by
Xxxxxxx Xxxxxxxxx'x resignation. Thereafter, Xxxxxxxxx
shall resign as officer and director of Ugo, leaving Xxxxxxx
as the sole director and officer of Ugo.
6. Xxxxxxxxx warrants that all receivables due Ugo are set
forth on Schedule X. Xxxxxxxxx warrants that ___% will be
collected within ___ days of closing.
7. Xxxxxxxxx warrants that all liabilities of Ugo he is not
assuming are set forth on Schedule D.
8. Xxxxxxxxx will become responsible for placing a tenant
in the space leased by Ugo in Indianapolis, Indiana within
___ days of closing.
9. This Agreement shall be governed by and construed and
accordance with the laws of the State of Nevada, both
substantive and remedial. This Agreement shall be
enforceable in accordance with its terms and be binding upon
and shall inure to the benefit of the parties hereto and
their respective successors, assigns, executors and
administrators, but this Agreement and the respective rights
and obligations of the parties hereunder shall not be
assignable by any party hereto without the prior written
consent of the other. This Agreement represents the entire
understanding and agreement between the parties hereto with
respect to the subject matter hereof; supersedes all prior
negotiations, letters and understandings relating to the
subject matter hereof; and cannot be amended, supplemented
or modified except by an instrument in writing signed by the
party against whom enforcement of any such amendment,
supplement or modification is sought. In the event of any
litigation between the parties to this Agreement relating
to, or arising out of, this Agreement, the prevailing party
shall be entitled to an award of reasonable attorney's fees
and costs, trial and appellate levels. The failure or
finding of invalidity of any provision of this Agreement
shall in no manner affect the right to enforce the other
provisions of same, and the waiver by any party of any
breach of any provision of this Agreement shall not be
construed to be a waiver by such party of any subsequent
breach of any other provision.
10. Capitalization
(1) As of the date hereof, UgoMedia has
approximately 6,741,332 issued and outstanding shares of
common stock.
(2) Preferred Stock. As of the date hereof,
UgoMedia has no shares of preferred stock outstanding.
After the close of the Merger Agreement, UgoMedia will
continue to have no shares of preferred stock.
(3) Options and Warrants. As of the date hereof,
UgoMedia has outstanding warrants representing 395,000 of
its common shares and no outstanding options.
11. Approval
At such appropriate time as permitted by law, the Parties
will immediately take the appropriate and necessary
corporate action to authorize the Agreement and take
whatever corporate action deemed necessary in order to carry
out the transactions anticipated hereby.
12. Indemnification
Xxxxxxxxx will agree to indemnify and hold harmless
UgoMedia with respect to all losses arising out of any
breach of any representation, warranty or covenant of
Xxxxxxxxx made pursuant to the Agreement. UgoMedia will
agree to indemnify and hold harmless Xxxxxxxxx with respect
to all losses arising out of any breach of any
representation, warranty or covenant of UgoMedia made
pursuant to the Agreement.
13. Termination
This Agreement may be terminated only by the mutual written
consent of the Parties hereto and may be extended only upon
the mutual written consent of the Parties.
14. Assignability
This Agreement shall not be assignable or transferable by
either Party.
15. Governing Laws
The validity and interpretation of this Agreement shall be
governed by and construed in accordance with the laws of the
State of Nevada. The parties to this Agreement agree that
any litigation arising out of the terms of the proposed
Merger set forth herein shall be commenced in courts located
in the State of Nevada, Xxxxx County. All parties consent
to the exclusive jurisdiction and venue of the federal and
state courts located in Xxxxx County with respect to any
action arising under this Agreement.
16. Amendment
This Agreement shall be amended only with the written
consent of the Parties.
17. Counterparts
This Agreement may be executed in multiple counterparts by
original or facsimile signature, and each such counterpart
shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
18. Brokers' or Finders' Fees
Each Party shall indemnify and hold the other Party harmless
from any claim for brokerage or finders' fees arising out
the transactions contemplated hereby by any person claiming
to have been engaged by either Party.
19. Expenses
Except as provided herein, each of Xxxxxxxxx and UgoMedia,
and their shareholders, respectively, shall bear its own
expenses in connection with the preparation for the
consummation of the transaction contemplated by this
Agreement.
20. Contemporaneous Closing
This Agreement shall close contemporaneously with that
certain Agreement between Ugo and Xxxxxxx Xxxxx or assigns
and Xxxx Xxxxxxx dated October 2, 2002 attached hereto as
Schedule E with that certain Agreement between Ugo and
Xxxxxxx Xxxxxxxxx dated October 2, 2002 attached hereto as
Schedule F. If those agreements do not close, no party to
this Agreement shall close this Agreement until such
closings occur or have any liability to the other party as a
result thereof.
The foregoing Agreement is accepted, approved and agreed to
by UgoMedia Interactive Corporation this 2d day of October,
2002.
UGOMEDIA INTERACTIVE CORPORATION
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------
Name: Xxxxxxx Xxxxxxxxx, President
Title:
The foregoing Agreement is accepted, approved and agreed to
by Xxxxxxxxx this 2d day of October, 2002.
Xxxxxxx Xxxxxxxxx
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------
Name: Xxxxxxx Xxxxxxxxx
