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EXHIBIT 2.5
XXXX OF SALE AND GENERAL RELEASE
For good and valuable consideration, receipt and sufficiency of which
is hereby acknowledged, and pursuant to a letter agreement, dated as of March
18, 1998 and amended by letter as of April 30, 1998 (the "Agreement"), between
Renaissance Capital Partners I ("Renaissance"), Xxxxxx-Xxxxx Investments Inc.
("Xxxxxx-Xxxxx") and Next Generation Media Corp. ("Seller") and intending to be
legally bound hereby, Seller does hereby unconditionally and irrevocably sell,
convey, assign and transfer to Renaissance, Xxxxxx-Xxxxx and the persons and
entities listed on Schedule A hereto (collectively, the "Buyers") consideration
in the amount of (1) $100,000 cash, (2) 250,000 shares of Seller's Series A
Preferred Stock, par value $0.001 (the "Series A Preferred") and (3) 166,667
stock purchase warrants exercisable for common stock of Seller at a price of
$0.16 per share (collectively the "Seller Consideration") in exchange for all of
each Buyer's (1) shares of Series C Preferred stock in UNICO, Inc. ("Unico"),
(2) subordinated debt owed to such Buyer by Unico, (3) and any claims (including
all outstanding warrants or options to purchase shares of Unico) and causes of
action as more fully described in the Agreement attached hereto as Schedule B
(collectively, the "Buyer Consideration").
Seller and Buyers, each hereby represents and warrants that (i) such
party has good and marketable title to the Seller Consideration or its portion
of the Buyer Consideration, respectively, free and clear of any option, pledge,
security interest, lien, charge, encumbrance, easement, adverse claim or
restriction, whether imposed by agreement, understanding, law or otherwise and
(ii) no agreements or understandings exist that limit or restrict the right of
Seller to transfer the Seller Consideration to Buyer or of Buyers to transfer
the Buyer Consideration to Seller, as the case may be.
Seller and the Buyers, for themselves and their respective successors
and assigns, hereby jointly and severally covenant and agree that, without
further consideration, at any time and from time to time after the date hereof,
they will execute and deliver to Buyers or to Seller, as the case may be, such
further instruments of sale, conveyance, assignment and transfer, and take such
other action, all upon the reasonable request of Seller or the Buyers, as the
case may be, in order more effectively to convey, assign, transfer and deliver
all or any portion of the Seller Consideration to Buyers and the Buyer
Consideration to Seller, and to assure and confirm to any other person the
ownership of the Seller Consideration by the Buyers and the Buyer Consideration
by Seller. Any Buyer that has filed a financing statement on form UCC-1 hereby
agrees to execute and deliver to Seller a release in the form of a UCC-3
termination statement for any such UCC-1 filed in Virginia, Fairfax County or
elsewhere.
The signatory for the Buyers hereby warrants and represents, by his
signature below that (1) he is acting on behalf of the
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Buyers pursuant to valid powers of attorney executed by each Buyer, (2)
Xxxxxx-Xxxxx Investments, Inc. has acted as "purchase representative," as
defined in Regulation D under the Securities of 1933, as amended (17 C.F.R.
Section 230.501(h) for each of the Buyers listed on Schedule A hereto and (3) he
has had the opportunity to ask any questions he may have about NexGen regarding
its assets, business and prospects based on past information that he has
received, copies of NexGen's 10-K for fiscal year 1997 or any other topic.
This xxxx of sale and general release may be executed in counterparts
and by facsimile signatures.
IN WITNESS WHEREOF, Seller and the Principal Shareholder have caused
this Xxxx of Sale and General Assignment to be executed this 8th day of May,
1998.
BUYERS
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx, III
Title: Attorney-in-fact for the Buyers
SELLERS
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: President, Next Generation Media Corp.
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List of Preferred C Shareholders and Subordinated Debt Holders
UNICO, Inc.
NAME NEXGEN PREFERRED WARRANTS
---- ---------------- --------
1. Renaissance Capital Partners I*
2. Xxxxxx-Xxxxx Investments, Inc.*
3. Xxxxxx Xxxxx Xxxxxxxx Trust*
4. Citcam Stock Company
5. Xxxxxxx X Xxxxxxxxx, Xx.
6. RHOJCOAMT Partnership, Ltd.*
7. Xxxxxxx X. Xxxxxxx*
8. Goose Creek*
9. Xxxx Xxxxxxxxx*
10. Tres Hombres*
11. Xxxxx X. Xxxxxxx*
12. Xxxxxx Xxxxx, III*
13. Xxxxxxx Xxxxx*
14. Xxxxxxx Xxxxxxxxx*
15. Xxxxxxx Xxxxxxxx*
16. Xxxx X. Xxxxxx*
17. Xxxxxx Xxxxxx*
18. Xxxxxxx Xxxx Xxxxxx*
19. Xxxx Xxxxxx
20. Xxxxxx Xxxxxx
21. Xxxxx X. Xxxxxx*
22. X. Xxxxx Xxxxxx*
23. M.A. Dizdar*
24. Xxx X. Butt*
25. Xxxxxxx Xxxxxx*
26. Xxxxx X. Xxxxx*
26 purchasers, *22 of whom are accredited investors.
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