Exhibit 2.2
CONFIRMATION AGREEMENT
THIS CONFIRMATION AGREEMENT, dated as of March 13, 2001, is entered into by and
among PL Brands, Inc., a Delaware corporation ("PL Brands"), Xxx.Xxx, Inc., a
Florida corporation ("Xxx.xxx"), and Xxxxxxxxxxx Xxxxxxx, formerly d/b/a
Xxx.xxx, a Florida sole proprietorship ("Pearson").
WHEREAS, Pearson operated a business commonly known as "Xxx.xxx" which developed
and exploited an internet-based search engine for music and other content, as
well as other proprietary technology and intellectual property (collectively,
the "Technology").
WHEREAS, on May 9, 2000, Pearson, Xxx.xxx and PL Brands entered into a Purchase
Agreement (the "Purchase Agreement"), which Purchase Agreement and other
documents entered into ("Other Transaction Documents"), to effectuate the
transactions which are the subject of the Purchase Agreement (collectively, the
"Transaction"), contain certain ambiguities, typographical errors and the like.
WHEREAS, the parties desire to confirm the material terms of the Transaction and
clarify certain ambiguities and errors in the Purchase Agreement and Other
Transaction Documents.
NOW, THEREFORE, in consideration of the foregoing, other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
the mutual covenants and agreements contained in the Purchase Agreement and the
Other Transaction Documents, the parties hereby agree as follows:
1. The consummation and closing ("Closing") of the Transaction, as provided for
in the Purchase Agreement, occurred on June 30, 2000 (the "Closing Date").
2. All conditions to the Closing were satisfied or waived by the appropriate
parties on or prior to the Closing Date.
3. By that certain Xxxx of Sale, dated June 30, 2000 (attached hereto as
Exhibit A, and referred to herein as the "Xxxxxxx Xxxx of Sale"), Pearson
transferred to Xxx.xxx all of the assets and property, tangible, intangible,
real and intellectual, related to the "Xxx.xxx" business and operations,
including, but not limited to, all right, title and interest in and to the
Technology, except for the domain name "XXX.XXX" and the accounts receivable of
Pearson. Accordingly, the parties hereby confirm and agree that,
(a) the reference to "Buyer" in the ninth line of the first paragraph
of the Xxxxxxx Xxxx of Sale should have read "Xxx.xxx business as operated
by Seller;" and
(b) the "Purchased Assets" as defined in the Xxxxxxx Xxxx of Sale
includes all of Xxxxxxx'x right, title and interest in and to the domain
name registration and rights as
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an account holder for "XXXXXX.XXX," and all privileges, powers and
franchises related thereto.
(c) the effective date of the Xxxx of Sale and rights and obligations
created thereunder is June 30, 2000; and
(d) Xxx.xxx did not and shall not assume, and Pearson did not and
shall not assign, any liabilities or obligations of Pearson, including, but
not limited to, the accounts payable of Pearson, or any accounts
receivable.
4. By that certain Xxxx of Sale, dated June 30, 2000 (attached hereto as
Exhibit B), and executed and effective immediately after the Xxxxxxx Xxxx of
Sale, Xxx.xxx transferred and assigned to PL Brands all of the assets which it
received from Pearson, i.e., all of the assets and property, tangible,
intangible, real and intellectual, related to the "Xxx.xxx" business and
operations, including, but not limited to, all right, title, interest to the
Technology and all of Xxxxxxx'x right, title and interest in and to the domain
name registration and rights as an account holder for "XXXXXX.XXX," and all
privileges, powers and franchises related thereto. PL Brands did not and shall
not assume, and Xxx.xxx did not and shall not assign, any liabilities or
obligations of Xxx.xxx.
5. By that certain Xxxx of Sale, dated June 30, 2000 (attached hereto as
Exhibit C), in consideration of $500,000, which Pearson acknowledges as
received, Pearson transferred to PL Brands all of his right, title and interest
in and to the domain name registration and rights as an account holder for
"XXX.XXX," and all privileges, powers and franchises related thereto.
6. The obligation of PL Brands for the delivery of shares of stock under the
Purchase Agreement has been fully satisfied by the delivery of 4,500,000 shares
of common stock of PL Brands, which shares are registered as follows on the
books of PL Brands:
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Shareholder Number of PL Brands Shares
-----------------------------------------------------------------------------------------------
Xxxxxxxxxxx Xxxxxxx 2,760,000
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Xxxx Xxxxxxx 625,000
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Xxxxxxxx X. Xxxxx 600,000
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D & T Partners 175,000
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Deaf Advancement Association, Inc. 100,000
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Spokane Partners 240,000
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TOTAL 4,500,000
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7. All post-closing requirements, which if not met would have allowed Pearson
and Xxx.xxx to rescind the Transaction, have been met and/or waived, and the
Transaction is complete and may not be rescinded in whole or in part. Without
limiting the generality of the foregoing, the
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requirement that PL Brands raise at least $3,000,000 in additional capital on or
before November 30, 2000, changed by letter agreement to be a requirement to
raise at least $2,500,000 by such date, has been met and/or waived, and Pearson
and Xxx.xxx has given their respective consent to the issuance of stock, options
or warrants prior to Closing at less that $3.00 per share.
8. Nothing in the Purchase Agreement or any of the Transaction documents shall
be construed or interpreted as inhibiting or restricting the ability of PL
Brands to issue shares of capital stock, or options, warrants or other
securities, to engage in any corporate restructuring, recapitalization or
reorganization, to make or authorize any corporate transaction, or to amend its
Certificate of Incorporation or By-laws in any manner allowed by applicable law.
9. In the event of any conflict or inconsistencies between the Purchase
Agreement and/or any of the Other Transaction Documents and this Confirmation
Agreement, the terms, agreements and acknowledgments set forth in this
Confirmation Agreement shall control and take precedence.
10. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which taken together shall constitute one and
the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Confirmation Agreement
as of the date set forth above.
PL BRANDS, INC.
By:_________________________
Its:________________________
XXX.XXX, INC.
By:_________________________
Its:________________________
____________________________
Xxxxxxxxxxx Xxxxxxx
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