PRE-INCORPORATION AGREEMENT
EXHIBIT
10.2
PRE-INCORPORATION AGREEMENTThis
Agreement (“Agreement”) is made and entered into as of January 2, 2009 to
memorialize an oral agreement made on that date by and between Xxxxxxx X.
Xxxxxxxxx (“Xxxxxxxxx”) and Xxxxxxxx Xxxxx (“Xxxxx”).
WHEREAS, Xxxxxxxxx
and Xxxxx have commenced negotiations with Xxxxxx Xxxxxxx (“Masters”)
and Xxxxxxx Xxxxxx (“Xxxxxx”) to purchase all of the assets of their
Ice Cream Gift Products business (the “Business”) including all
formulas, recipes, equipment, inventory, know-how, customer lists, receiver
lists, merchant processing systems for websites, domain names and all other
tangible and intangible assets of the Business; and
WHEREAS,
Xxxxxxxxx and Xxxxx intend to invest in or raise additional capital for the
Business after acquisition and to expand its operations , marketing and sales
and develop the Business and manage its operations with the intent of long-term
growth and profitability;
NOW,
THEREFORE, Xxxxxxxxx and Xxxxx agree as follows:
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1.
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Acquisition. All
of the assets of the Business shall be acquired by Xxxxxxxxx and Xxxxx
directly or through an entity formed for the purpose of acquisition of the
Business.
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2.
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Business
to be Operated Solely through a Corporation. All of the assets
of the Business shall be contributed to a New Corporation to be formed to
operate the Business and the business shall be operated solely in
corporate form.
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3.
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Ownership
and Management. Xxxxxxxxx and Xxxxx shall initially own 100% of
the shares of the New Corporation in a
proportion that shall be agreed upon at the time of incorporation and
shall be the initial directors and officers of the New
Corporation and authorized to obtain tax identification numbers, open bank
accounts, enter into contracts and take all necessary and appropriate
action to qualify the New Corporation to engage in business, raise capital
and continue to conduct business operations solely
through corporate form.
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4.
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Reservation
of Ownership Interest in New Corporation for Acquisition of
Business. Up to 15% of the ownership of the New Corporation
shall be reserved for issuance to Masters and Xxxxxx as partial
compensation to be paid to them for all of the ownership of the
Business. Shares representing such ownership shall be
distributed to Masters and Xxxxxx as specified in the Purchase and Sale
Agreement to be executed to close the purchase transaction for the
Business. Any ownership interest transferred to Masters and
Xxxxxx shall be fully dilutable.
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5.
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Governing
Law. This Agreement shall be governed in all respects by the
laws of the State of Delaware.
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6.
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Counterparts
and Facsimile. This Agreement may be executed in any number of
counterparts, each of which shall be valid and enforceable against the
parties executing the counterparts and all of which together shall
constitute one agreement. A facsimile signature shall be
considered the same as an original.
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IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed
as of the day and year set forth above.
__________________________ ________________________
Xxxxxxx
X.
Xxxxxxxxx Xxxxxxxx
Xxxxx
