EXHIBIT 99.1
SHARE EXCHANGE AGREEMENT
THIS AGREEMENT (the "Agreement") is dated as of August 11, 2005, by and
between Eline Entertainment Group, Inc., a Nevada corporation ("Eline"), CTD
Holdings, Inc., a Florida corporation ("CTDH"), and Xxxx Xxxxxxxx ("Xxxxxxxx"),
the President, CEO, Chairman and majority shareholder of CTDH. Eline is
sometimes hereinafter referred to as the "Company."
PREAMBLE
WHEREAS, Xxxxxxxx owns one (1) share of Series A Preferred Stock, which
share represents controlling interest in the voting securities of CTDH; and
WHEREAS, Eline is desirous of acquiring one (1) share of Series A
Preferred Stock from Xxxxxxxx in exchange for two hundred thousand (200,000)
restricted shares of the common stock of Eline; and
WHEREAS, as a result of this Agreement, CTDH will be a majority-owned
subsidiary of Eline, with one (1) share of the Series A Preferred Stock of CTDH
being owned by Eline, which share represents controlling interest in the voting
securities of CTDH.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants herein contained, the parties hereto agree as follows:
1. RECITALS. The above recitals are true, correct and are herein
incorporated by reference.
2. EXCHANGE OF SHARES. At the Closing (as hereinafter defined) Xxxxxxxx
agrees to transfer to Eline one (1) share of the Series A Preferred Stock of
CTDH (the "CTDH voting control stock"), which represents all of the issued
Series A Preferred Stock of CTDH, solely in exchange for two hundred thousand
(200,000) shares of the restricted common stock of Eline ("Eline Common Stock").
Xxxxxxxx agrees to deliver the certificate representing the CTDH voting control
stock to Eline on the Closing Date, and Eline agrees to deliver a certificate to
Xxxxxxxx representing the Eline Common Stock. The certificate to be delivered by
Xxxxxxxx at the Closing shall be in negotiable form, and the certificate
delivered by Eline at the Closing shall be subject to restrictions on
transferability pursuant to Federal and state securities laws including, but not
limited to, Rule 144 of the Securities Act of 1933, as amended or as applicable.
3. CLOSING DATE. The closing ("Closing") shall be held on the date
hereof or such other date and time as may be agreed upon by the parties
("Closing Date"). This agreement may be cancelled at the option of either party
if the closing does not occur within 90 days from the date first above written.
4. REPRESENTATIONS OF ELINE. Eline hereby makes the following
representations and warranties to Xxxxxxxx, each of which is true as of the date
hereof and will be true as of the Closing Date with the same effect as though
such representations and warranties had been made on the Closing Date:
1
(a) Eline is validly organized, existing and in good standing under
the laws of the State of Nevada; that this Agreement and the transactions
contemplated hereunder have been duly and validly authorized by all requisite
corporate action; that Eline has the full right, power and capacity to execute
and deliver this Agreement and perform its obligations hereunder; that the
execution and delivery of this Agreement and the performance by Eline of its
obligations pursuant to this Agreement do not constitute a breach of or a
default under any agreement or instrument to which Eline is a party or by which
it or any of its assets are bound; and that this Agreement, upon execution and
delivery of the same by Eline, will represent the valid and binding obligation
of Eline in accordance with its terms.
(b) The authorized capital stock of Eline consists of thirty million
(30,000,000) shares of common stock, par value $.01 per share and five million
(5,000,000) shares of preferred stock par value $.01 per share. Of the
authorized preferred stock, two hundred fifty thousand (250,000) shares have
been designated as Series A Preferred Stock, rights and preference of which are
set forth on Exhibit A attached hereto and incorporated herein by such
reference, and one hundred eighty thousand (180,000) shares have been designated
as Series B Preferred Stock, the designations, rights and preference of which
are set forth on Exhibit A attached hereto and incorporated herein by such
reference. All of the shares of capital stock have been duly authorized and
validly issued, and are fully paid and nonassessable and no personal liability
attaches to the ownership thereof. The Eline Common Stock to be issued to
Xxxxxxxx at Closing will be fully paid and non-assessable.
(c) The business of Eline is as set forth in its Annual Report on
Form 10-KSB for the fiscal year ended October 31, 2004. Except as set forth
herein, Eline does not have any subsidiaries or own any interest in any other
enterprise.
(d) Eline is an issuer required to file reports under Section 13(a)
of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"). Eline has filed
with the SEC all reports (collectively, the "SEC Documents") required to be
filed by reporting companies pursuant to the Exchange Act. As of their
respective filing dates, the SEC Documents complied in all material respects
with the requirements of the Exchange Act, each as in effect on the date so
filed, and at the time filed with the SEC none of the SEC Documents contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. The
financial statements of Eline included in the SEC Documents comply as of their
respective dates as to form in all material respects with the then applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto, have been prepared in accordance with generally accepted
accounting principles (except in the case of the unaudited statements, as
permitted by Form 10-QSB under the Exchange Act) applied on a consistent basis
during the periods involved (except as may be indicated therein or in the notes
thereto) and fairly present in all material respects the financial position of
Eline as at the dates thereof and the results of operations and cash flows for
the periods then ended (subject, in the case of unaudited statements, to normal
year-end audit adjustments and to any other adjustments described therein).
(e) Since the date of the last Balance Sheet filed with the SEC,
there has not been any change in the financial condition or operations of Eline
except for changes in the ordinary course of business, which changes have not in
the aggregate been materially adverse, and transactions referred to in this
Agreement.
2
(f) As of the date of this Agreement, Eline does not have any
material debt, liability, or obligation of any nature, whether accrued,
absolute, contingent, or otherwise, and whether due or to become due, that is
not reflected in the last Balance Sheet filed with the SEC or incurred in the
ordinary course of business following the date of the Balance Sheet. Eline has
no knowledge of any past or existing circumstance, condition, event or
arrangement that may hereafter give rise to any liabilities of Eline, except as
disclosed herein.
(g) Within the times and the manner prescribed by law, Eline has
filed all federal, state and local tax returns required by law and has paid all
taxes, assessments and penalties due and payable. There are no present audits or
disputes or extensions as to taxes of any nature payable by CTDH. Adequate
provision has been made on the Balance Sheet for all taxes of Eline as of the
date thereof.
(h) Except for the consent of Eline, which is given by its execution
of this Agreement, Eline does not require any third party consent, waiver,
authorization or approval of any governmental or regulatory authority, domestic
or foreign, or of any other person, firm or corporation, in connection with the
execution and delivery of this Agreement by Eline and the performance by it of
its obligations hereunder.
(i) Eline has all licenses and permits required other than those
which would not have materially adverse effect on its business as contemplated.
(j) There are no claims, actions, suits, proceedings, labor disputes
or investigations pending or, to the best of the Eline's knowledge, threatened
before any federal, state or local court or governmental or regulatory
authority, domestic or foreign, or before any arbitrator of any nature, brought
by or against Eline or any of its officers, directors, employees, agents or
affiliates involving, affecting or relating to any assets, properties or
operations of Eline or the transactions contemplated by this Agreement, nor is
any basis known to it for any such action, suit, proceeding or investigation.
5. REPRESENTATION OF XXXXXXXX. Xxxxxxxx hereby makes the following
representations and warranties to the Company, each of which is true as of the
date hereof and will be true as of the Closing Date with the same effect as
though such representations and warranties had been made on the Closing Date:
(a) CTDH is a corporation duly organized, validly existing, and in
good standing under the laws of Florida, has all necessary corporate powers to
own properties and to carry on business as now owned and operated, and is duly
qualified to do business in each of such states and other jurisdictions where
its business requires such qualification.
(b) The authorized capital stock of CTDH consists of 100,000,000
shares of Class A common stock, par value $.0001 per share, of which there were
11,294,017 shares issued and outstanding as of March 31, 2005, 10,000,000 shares
of Class B non-voting common stock, par value $.0001 per share, of which there
were 0 shares issued and outstanding as of March 31, 2005, and 5,000,000 shares
of Preferred stock, par value $.0001 per share, of which there was one (1) share
of Series A Preferred stock issued and outstanding as of March 31, 2005. Each
share of Series A Preferred Stock is entitled to one vote more than one-half of
all votes entitled to be cast by all holders of the voting capital stock of CTDH
on any matter submitted to common shareholders so as to ensure that the votes
entitled to be cast by the holder of the Series A Preferred Stock are equal to
at least a majority of the total of all votes entitled to be cast by the common
shareholders. Each share of Series A Preferred Stock has a liquidation
3
preference of $.0001. All such shares has been issued in compliance with all
applicable U.S. securities laws. All of the issued and outstanding shares are
duly and validly issued, fully paid and nonassessable. Except as set forth
herein, there are no outstanding subscriptions, options, rights (including
preemptive rights and rights to demand registration under the Securities Act)
warrants, convertible securities, or other agreements or commitments obligating
CTDH to issue or to transfer from treasury any additional shares of its capital
stock of any class or repurchase any such shares, except as otherwise provided
herein.
(c) The business of CTDH is as set forth in its Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2004. Except as set forth
therein and herein discussed, CTDH does not have any subsidiaries or own any
interest in any other enterprise.
(d) CTDH is an issuer required to file reports under Section 13(a)
of the Securities Exchange Act of 1934 (the "Exchange Act") since January 1,
2003. CTDH has filed with the SEC all reports (collectively, the "SEC
Documents") required to be filed by reporting companies pursuant to the Exchange
Act. As of their respective filing dates, the SEC Documents complied in all
material respects with the requirements of the Exchange Act, each as in effect
on the date so filed, and at the time filed with the SEC none of the SEC
Documents contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The financial statements of CTDH included in the SEC Documents
comply as of their respective dates as to form in all material respects with the
then applicable accounting requirements and the published rules and regulations
of the SEC with respect thereto, have been prepared in accordance with generally
accepted accounting principles (except in the case of the unaudited statements,
as permitted by Form 10-QSB under the Exchange Act) applied on a consistent
basis during the periods involved (except as may be indicated therein or in the
notes thereto) and fairly present in all material respects the financial
position of CTDH as at the dates thereof and the results of operations and cash
flows for the periods then ended (subject, in the case of unaudited statements,
to normal year-end audit adjustments and to any other adjustments described
therein).
(e) Since the date of the last Balance Sheet filed with the SEC,
there has not been any change in the financial condition or operations of CTDH
except for changes in the ordinary course of business, which changes have not in
the aggregate been materially adverse, and transactions referred to in this
Agreement.
(f) As of the date of this Agreement, CTDH does not have any
material debt, liability, or obligation of any nature, whether accrued,
absolute, contingent, or otherwise, and whether due or to become due, that is
not reflected in the last Balance Sheet filed with the SEC or incurred in the
ordinary course of business following the date of the Balance Sheet. CTDH has no
knowledge of any past or existing circumstance, condition, event or arrangement
that may hereafter give rise to any liabilities of CTDH, except as disclosed
herein.
(g) Within the times and the manner prescribed by law, CTDH has
filed all federal, state and local tax returns required by law and has paid all
taxes, assessments and penalties due and payable. There are no present audits or
disputes or extensions as to taxes of any nature payable by CTDH. Adequate
provision has been made on the Balance Sheet for all taxes of CTDH as of the
date thereof.
4
(h) Without in any manner reducing or otherwise mitigating the
representations contained herein, Eline shall have the opportunity to meet with
CTDH's accountants to discuss the financial condition of CTDH. CTDH shall make
available to Eline all books and records of CTDH, all of which books and records
are true and complete in all material respects to the best knowledge of
Xxxxxxxx.
(i) CTDH has complied with, and is not in violation of, all
applicable federal, state or local statutes, laws and regulations (including,
without limitation, any applicable FDA, FTC, zoning, environmental or other law,
ordinance, or regulation) affecting its properties or the operation of its
business, except where non-compliance would not have a materially adverse effect
on the business or operations of CTDH.
(j) CTDH is not a party to any suit, action, arbitration, or legal,
administrative, or other proceeding, or governmental investigation pending or,
to the best knowledge of CTDH, threatened against or affecting CTDH or its
business, assets, or financial condition and Xxxxxxxx knows of no facts or
occurrences which might lead to the filing of any such proceedings or assertion
of any claims against CTDH.
(k) The Board of Directors of CTDH has authorized the execution of
this Agreement and the transactions contemplated herein, and CTDH has full power
and authority to execute, deliver and perform this Agreement and this Agreement
is the legal, valid and binding obligation of CTDH, is enforceable in accordance
with its terms and conditions, except as may be limited by bankruptcy and
insolvency laws and by other laws affecting the rights of creditors generally.
(l) The execution, delivery and closing of this Agreement will not
conflict with or result in (a) any material breach or violation of any of the
provisions of or constitute a default under any license, indenture, mortgage,
charter, instrument, certificate of incorporation, bylaw, or other agreement or
instrument to which CTDH is a party, or by which it may be bound, nor will any
consents or authorizations of any party other than those hereto be required, (b)
an event that would permit any party to any material agreement or instrument to
terminate it or to accelerate the maturity of any indebtedness or other
obligation of CTDH, or (c) an event that would result in the creation or
imposition of any material lien, charge, or encumbrance on any asset of CTDH.
(m) The shares of CTDH Preferred Stock to be delivered pursuant to
this Agreement have been duly authorized, validly issued, fully paid and
nonassessable. Further, Xxxxxxxx has valid and marketable title to all of the
outstanding shares of the Series A Preferred Stock of CTDH, free and clear of
any liens, claims, charges, security interests or other legal or equitable
encumbrances, limitations or restrictions
(n) CTDH has good and marketable title to all of the properties and
assets reflected on the last Balance Sheet filed with the SEC (except for
property and assets disposed of in the ordinary course of business after the
date thereof or as otherwise contemplated herein), free and clear of all liens
and encumbrances, except as noted therein, and except for liens of taxes not
delinquent. CTDH has good and valid title to all of the intellectual property
utilized in connection with its business and has no obligation to pay license
fees or similar compensation to any party for the use of such property.
5
(o) Xxxxxxxx is acquiring the shares of Eline Common Stock for his
own account and has no present arrangement or agreement for the sale, pledge or
hypothecation of the shares of Eline Common Stock to any other person or firm
and Xxxxxxxx has acknowledged that he is acquiring the Eline Common Stock in
good faith for the purposes of investment, that the shares have not been
registered under the Securities Act of 1993, as amended, and that he has agreed
to the placement of a restrictive legend thereon.
6. CONDITIONS OF CLOSING. All of the obligations of the parties hereto
under this Agreement are subject to the fulfillment, prior to or on the Closing
Date, of each of the following conditions:
(a) Delivery by Xxxxxxxx to Xxxxx of the certificate(s) representing
the share of Series A Preferred Stock of CTDH; and
(b) Delivery by Eline to Xxxxxxxx of the certificate(s) representing
the Eline Common stock.
7. OPERATION OF CTDH AFTER CLOSING.
(a) Xxxxxxxx is the principal executive officer of CTDH, responsible
for its business and operations. After the Closing, Xxxxxxxx will continue to
fulfill those duties in the same manner and with the same devotion of
substantially all of his time and efforts in fulfilling his fiduciary
obligations in such capacity. Xxxxxxxx shall have autonomous control over CTDH
and future acquisitions by CTDH as contemplated in paragraph 7(d) herein. It is
understood by all parties hereto that such autonomous control is due to
Xxxxxxxx'x extensive expertise, contacts and experience in the cyclodextrin
area.
(b) Xxxxxxxx will submit operating budgets to Eline for its
approval, which such approval will not be unreasonably withheld, and Eline and
Xxxxxxxx shall agree regarding the hiring or retention of any employees or
consultants that are not involved in the day-to-day operations of the CTDH.
(c) Effective with the Closing Date, Eline will charge CTDH from
time to time for normal corporate overhead attributable to the administration of
CTDH.
(d) Subsequent to the Closing Date, Eline, at its own discretion,
will advance CTDH at various times and in various amounts an aggregate of up to
one million five hundred thousand dollars ($1,500,000) to be used by CTDH for
the acquisition of Cyclolab R&D Labs of Budapest, Hungary. Such funding is also
subject to the completion of satisfactory due diligence on the part of Eline
with respect to both Cyclolab R&D Labs and CDTH.
8. ADDITIONAL ISSUANCES OF CTDH SECURITIES. So long as Eline is the
holder of the presently outstanding share of CTDH Series A Preferred Stock, CTDH
shall not issue, nor shall any party to this Agreement cause CTDH to issue, any
additional shares of CTDH Common Stock, nor options, warrants or other rights to
acquire shares of CDTH Common Stock without the prior written consent of Eline.
(a) Effective with the closing date and at no time prior to the CTDH
disposition, shall Eline cause CTDH to create or issue any class of preferred
securities or cause any security to be issued that negates the rights of the
Series A Preferred stock without the express written consent of Xxxxxxxx until
such time that the anticipated acquisition(s) contemplated herein have resulted
in the formation of a new publicly traded company wherein Xxxxxxxx shall hold an
interest in such company in the form of a class of preferred stock which shall
guarantee his future voting control of the new publicly traded company.
6
9. AMOUNTS DUE XXXXXXXX BY CTDH.
(a) CTDH is presently indebted to Xxxxxxxx in the approximate
principal amount of approximately $39,087 at March 31, 2005, as Xxxxxxxx, as
majority stockholder, periodically advances the Company loans. The loan is
unsecured and interest accrues at 4.17%. Interest expense related to the loan
totaled $3,031 and $9,127 for the years ended December 31, 2004 and 2003,
respectively. Principal payments are $5,000 per quarter.
Following the Closing, the Xxxxxxxx loan shall continue to be
serviced by CTDH in the same method and manner as is presently being utilized,
and no change in the servicing of same shall occur without Eline's prior written
consent.
10. DISTRIBUTION OF PROCEEDS UPON SALE OF CTDH.
(a) In the event Eline should determine to sell the business and
operations of CTDH, its assets or subsidiaries, including but not limited to
Cyclodextrin Technologies Development, Inc. (CTD) (CTD/Cyclolabs) to an entity
or persons that are not a party to this agreement at some point in the future
(the "CTDH Disposition"), Eline will obtain the consent of Xxxxxxxx prior to
undertaking the CTDH Disposition. Upon the consummation of the CTDH Disposition,
if the Aggregate Proceeds (as that term is hereinafter described) received by
Eline from such transaction are equal to or less than any amounts advanced to
CTDH for the benefit of CTDH pursuant to Paragraph 7 (d), amounts previously
advanced by Eline to CTDH for the benefit of CTDH shall be repaid in full from
the proceeds. For example, if the Aggregate Proceeds received by Eline from the
CTDH Disposition are $1.5 million, and Eline shall have previously advanced
$1,500,000, Eline would be entitled to the return of its $1,500,000 investment
and Xxxxxxxx would be entitled to $0.
Aggregate Proceeds.................................$ 1,500,000
Less amounts due Eline............................. 1,500,000
---------
Adjusted Aggregate Proceeds........................$ 0
Due to Xxxxxxxx....................................$ 0
Due to Eline.......................................$ 0
If the Aggregate Proceeds received by Eline from the CTDH Disposition are
greater than amounts advanced to CTDH for the benefit of CTDH pursuant to
Paragraph 7 (d), the Aggregate Proceeds would be reduced by all amounts
previously advanced by Eline to CTDH for the benefit of CTDH pursuant to
Paragraph 7 (d), and then divided amongst the parties with Xxxxxxxx receiving
80% of the Adjusted Aggregate Proceeds and Eline receiving 20% of the Adjusted
Aggregate Proceeds.
For example, if the Aggregate Proceeds received by Eline from the CTDH
Disposition are $2 million, and Eline shall have previously advanced $1,500,000,
Eline would be entitled to the return of its $1,500,000 investment and Xxxxxxxx
would be entitled to $400,000 and Eline would be entitled to the Adjusted
Aggregate Proceeds balance of $100,000.
Aggregate Proceeds.................................$ 2,000,000
Less amounts due Eline............................. 1,500,000
---------
Adjusted Aggregate Proceeds........................$ 500,000
Due to Xxxxxxxx....................................$ 400,000
Due to Eline.......................................$ 100,000
7
For the purposes of this Agreement, Aggregate Proceeds shall equal the gross
amount received from the CTDH Disposition less any direct costs associated with
the CTDH Disposition, such as legal and accounting fees and investment banking
and associated fees.
(b) It is understood by and between the parties hereto that any such
sale of CTDH, its assets, its rights, tangible or intangible, and any future
acquisition attendant to CTDH, shall be subject to a first right of refusal
wherein Eline or its successors shall have the right to equal or better any
offer in reference of the above.
11. DISTRIBUTION OF CDTH BUSINESS OPERATIONS. In conjunction with this
agreement and the terms of the Exchange of Shares pursuant to Paragraph 2 and
the Operation of CDTH After Closing pursuant to Paragraph 7 (d), it is
contemplated that Eline and CDTH will attempt to acquire other businesses
entities operating in the cyclodextrin and bio-tech industries that compliment
or augment the current business operations of CTDH. In the event Eline or CTDH
is unable to consummate such transactions and achieve this goal within one year
from date of the closing herein, or as otherwise agreed upon between the
parties, Eline will take such actions as may be appropriate to spin off the
business of CTDH to the stockholders of CTDH other than an interest of 20% of
the common stock of such business on a fully diluted basis which Eline may
retain. Such spin-off may be accomplished through CTDH or a newly formed
corporation. In the event of such spin-off, Xxxxxxxx shall exchange 100,000
shares of the Eline Common Stock with Eline for an interest in one share of
Series A preferred stock of CTDH or the spin-off having the rights and
preferences equivalent to those of the CTDH voting control stock being acquired
by Eline herein. Eline shall also take all steps necessary so that the newly
formed corporation is publicly traded with substantially the same capital
structure as CTDH at the time prior to closing.
12. REPRESENTATIONS TO SURVIVE CLOSING. All the terms, conditions,
warranties, representations and guarantees contained in this Agreement shall
survive delivery of the CTDH Series A Preferred Stock and Eline Common Stock
transferred hereunder at the Closing and any investigations made by or on behalf
of any party at any time.
13. NOTICES. All notices, demands or other communications given
hereunder shall be in writing and shall be deemed to have been duly given on the
day when delivered in person or transmitted by confirmed facsimile transmission
or on the third calendar day after being mailed by United States registered or
certified mail, return receipt requested, postage prepaid, to the addresses set
forth below or to such other address as any party hereto shall designate to the
other for such purpose in the manner herein set forth.
If to the Company: 0000 Xxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
If to Xxxxxxxx or CTDH: 00000 X. X. 00xx Xxxxxx
Xxxx Xxxxxxx, XX 00000
14. AMENDMENT OR ASSIGNMENT. No modification, waiver, amendment,
discharge or change of this Agreement shall be valid unless the same is
evidenced by a written instrument, executed by the party against which such
modification, waiver, amendment, discharge, or change is sought.
15. ENTIRE AGREEMENT. This Agreement contains all of the understandings
and agreements of the parties with respect to the subject matter discussed
herein. All prior agreements, whether written or oral, are merged herein and
shall be of no force or effect.
8
16. SEVERABILITY. The invalidity, illegality or unenforceability of any
provision or provisions of this Agreement will not affect any other provision of
this Agreement, which will remain in full force and effect, nor will the
invalidity, illegality or unenforceability of a portion of any provision of this
Agreement affect the balance of such provision. In the event that any one or
more of the provisions contained in this Agreement or any portion thereof shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
this Agreement shall be reformed, construed and enforced as if such invalid,
illegal or unenforceable provision had never been contained herein.
17. CONSTRUCTION AND ENFORCEMENT. This Agreement shall be construed in
accordance with the laws of the State of Florida, without and application of the
principles of conflicts of laws. If it becomes necessary for any party to
institute legal action to enforce the terms and conditions of this Agreement,
and such legal action results in a final judgment in favor of such party
("Prevailing Party"), then the party or parties against whom said final judgment
is obtained shall reimburse the Prevailing Party for all direct, indirect or
incidental expenses incurred, including, but not limited to, all attorney's
fees, court costs and other expenses incurred throughout all negotiations,
trials or appeals undertaken in order to enforce the Prevailing Party's rights
hereunder. Any suit, action or proceeding with respect to this Agreement shall
be brought in the state or federal courts located in Palm Beach County in the
State of Florida. The parties hereto hereby accept the exclusive jurisdiction
and venue of those courts for the purpose of any such suit, action or
proceeding. The parties hereto hereby irrevocably waive, to the fullest extent
permitted by law, any objection that any of them may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement or any judgment entered by any court in respect thereof
brought in Palm Beach County, Florida, and hereby further irrevocably waive any
claim that any suit, action or proceeding brought in Palm Beach County, Florida,
has been brought in an inconvenient forum.
18. BINDING NATURE, NO THIRD PARTY BENEFICIARY. The terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties, and their respective successors and assigns, and is made solely and
specifically for their benefit. No other person shall have any rights, interest
or claims hereunder or be entitled to any benefits under or on account of this
Agreement as a third-party beneficiary or otherwise.
19. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, including facsimile signatures which shall be deemed as original
signatures. All executed counterparts shall constitute one Agreement,
notwithstanding that all signatories are not signatories to the original or the
same counterpart.
9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
ELINE ENTERTAINMENT GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------
Xxxxx X. Xxxxxxx, President
ELINE HOLDING GROUP, INC.
By: /s/ Xxxxx Xxxxxxxx
------------------
Xxxxx Xxxxxxxx, Sole Director
CTD HOLDINGS, INC.
By: /s/ Xxxx Xxxxxxxx
-----------------
Xxxx Xxxxxxxx, President,
CEO & Chairman
10
