ACQUISITION AGREEMENT
This
Acquisition Agreement (“Agreement”) is made as of September _____, 2005 by and
among The Studio Zone, a Nevada corporation (“Buyer”) and The Studio Zone
Fitness Center, Inc., a Corporation existing under the laws of the Province
of
British Columbia, Canada (hereinafter referred to as “Seller”).
AGREEMENTS
Therefore,
for good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the signatories below agree as follows:
1. Transaction.
At the
Closing (as defined in Section 6 herein) hereof, the Seller shall transfer
and
deliver to the Buyer all of the Purchased Assets (as defined below) of Seller,
whether tangible, intangible, real, personal or mixed, in exchange for which
the
Buyer shall deliver to the Seller consideration consisting of certificates
representing duly issued and outstanding shares of common stock of the Buyer
(“Purchase Price”).
2. Purchased
Assets.
The
term “Purchased Assets” shall mean all assets of Seller, including, but not
limited to the following:
(a)
Seller’s
suppliers, customer and vendor lists and records pertaining to:
(i) accounts
receivable;
(ii) liabilities;
and
(iii) assignment
of rights or existing franchise agreements.
(b) The
trade
names “The Studio Zone”;
(c) All
registered and unregistered trademarks, service marks, sales marks, colors,
names and
slogans
relating to the business, and all applications for any of the foregoing,
together with all of the Seller’s rights to use all of the foregoing forever,
and all goodwill associated with the foregoing;
(d) The
existing phone number(s); and,
(e) Any
and
all trade secrets, trade practices, décor, goodwill, clients, equipment,
furniture, assets, machinery, trade fixtures, miscellaneous supplies, inventory,
existing contracts, corporate records and files, and tangible personal property.
3. Purchase
Price.
The
Purchase Price to be paid by Buyer to Seller for the sale, transfer, assignment,
conveyance and delivery of the Purchased Assets, including any and all
liabilities of Seller, shall be the sum total of the liabilities as existing
on
the date hereof (the “Purchase Price”). The liabilities of the Seller are being
assumed by Buyer under the terms of this Agreement. No additional monies
shall
be paid for the acquisition of Seller by Buyer.
4. Manner
of Payment of the Purchase Price.
Buyer
is paying the Purchase Price by physically delivering the Purchase Price
to
Seller in cash or check.
5. The
Closing.
The
term “Close,” “Closing,” “Closes” or “Closed” shall refer to the Closing of the
various transactions contemplated hereby, all of which shall be deemed
consummated when, and only when, the terms and conditions as set forth herein
have been fully complied with and the purchase by the Buyer of the Seller
has
occurred and is effective within 90 days (“Closing Period”) from the date of
execution of this Agreement. Conversely, if the various transactions proposed
and/or discussed herein do not Close within the prescribed Closing Period,
the
various transactions contemplated herein will have failed and this Agreement
shall automatically terminate.
6. Conduct
and Transactions of Seller Prior to the Closing.
Between
the date of execution of this Agreement and the Closing, the executive officers
and Board of Directors of the Seller shall retain full control of the management
and business thereof. In order to assure protection and preservation of the
Seller's assets, properties and businesses as well as the Seller's performance
of its obligations under and related to this Agreement, the Seller agrees
that
from the date of this Agreement up to and including the Closing:
(a) The
Seller shall preserve, or cause to be preserved substantially intact, its
business organization, except such changes as may be required, with the Buyer's
consent, to effect the transactions contemplated hereby, and the Seller shall
use its best efforts to keep available the services of its present officers
and
principal employees, and to preserve its existing business relationships.
(b) The
Seller agrees that prior to Closing it will not, without the prior written
consent of the Buyer (which consent will not be unreasonably withheld)
to:
(i) Redeem
directly or indirectly or agree to redeem, purchase, or otherwise acquire
any of
its capital stock or other ownership interest;
(ii) Effect
a
split or reclassification of its capital stock, liquidate, recapitalize,
or
reorganize itself except as contemplated herein;
(iii) Merge
or
consolidate, or sell all or substantially all of its assets or enter into
any
agreement for such merger, consolidation, or sale of assets, except as required
by the transactions contemplated by this Agreement;
(iv) Change
the character of its business;
(v) Except
in
the ordinary course of business, waive any contractual rights of substantial
value;
(vi) Breach
any agreement to which the Seller is a party if such breach would have a
material adverse effect on the business of the Seller.
(c) The
Seller will exert its best efforts to fulfill in a timely manner all objectives
and conditions to permit consummation of the transactions as contemplated
and
execute and deliver to the Buyer any and all documents necessary, in the
reasonable opinion of its counsel, to consummate the transactions contemplated
by this Agreement, and cause the Subsidiaries to do the same.
7. Conduct
and Transactions by the Buyer Prior to Closing.
Between
the date of this Agreement and the Closing, the Buyer shall use its best
efforts
to fulfill in a timely manner all objectives and conditions to permit
consummation of the transactions as contemplated herein and execute and deliver
to the Seller any and all documents necessary, in the reasonable opinion
of its
counsel, to consummate the transactions contemplated by this Agreement, and
to
cause its subsidiaries to do the same. In order to assure the continuity
of the
Buyer's business, financial condition, assets and properties as well as the
Buyer's performance of its obligations under and related to this Agreement,
the
Buyer agrees as follows
(a) From
the
date of this Agreement up to the Closing, the Buyer will operate its business
in
the ordinary course and shall preserve, or cause to be preserved substantially
intact, its business organization, except for such changes as may be required
to
effect the transactions contemplated by this Agreement.
(b) From
the
date of this Agreement up to and including the Closing, the Buyer will notify
the Seller promptly of any material changes in the business, assets, financial
condition or properties of the Buyer.
8.
Closing
Deliveries.
On the
date hereof the parties are executing and/or delivering such documents as
are
reasonably required in order to effectuate the consummation of the transaction
contemplated hereby.
9. Further
Assurances.
The
Parties shall execute such further documents, and perform such further acts,
as
may be necessary to transfer and convey the Purchased Assets to Buyer, on
the
terms herein contained, and to otherwise comply with the terms of this Agreement
and to consummate the transaction contemplated hereby.
10. Miscellaneous.
(a)
Entire
Agreement.
This
Agreement and the instruments to be delivered by the parties pursuant to
the
provisions hereof constitute the entire agreement between the
parties.
(b) Survival;
Nonwaiver.
All
representations and warranties shall survive the consummation of the transaction
contemplated herein and for a period of two (2) years following the date
hereof
(and none shall merge into any instrument of conveyance) regardless of any
investigation or lack of investigation by any of the parties hereto. The
failure
in any one or more instances of a party to insist upon performance of any
of the
terms, covenants or conditions of this Agreement, to exercise any right or
privilege in this Agreement conferred, or the waiver by said party of any
breach
of any of the terms, covenants or conditions of this Agreement, shall not
be
construed as a subsequent waiver of any such terms, covenants, conditions,
right
or privileges, but the same shall continue and remain in full force and effect
as if no such forbearance or waiver had occurred. No waiver shall be effective
unless it is in writing and signed by an authorized representative of the
waiving party.
(c) Binding
Effect.
This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their successors and permitted assigns. Nothing in this Agreement, express
or implied, is intended to confer on any person other than the parties hereto,
and their respective successors and permitted assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement.
(d) Amendments.
This
Agreement shall not be modified or amended except pursuant to an instrument
in
writing executed and delivered on behalf of each of the parties
hereto.
(e) Headings.
The
headings contained in this Agreement are for convenience of reference only
and
shall not affect the meaning or interpretation of this Agreement.
(f)
Severability.
Whenever possible, each provision of this Agreement shall be interpreted
in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any
respect
under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other provision or any
other
jurisdiction, and this Agreement shall be reformed, construed and enforced
in
such jurisdiction so as to best give effect to the intent of the parties
under
this Agreement.
(g) Counterparts.
This
Agreement may be executed in separate counterparts, each of which is deemed
to
be an original and all of which taken together constitute one and the same
agreement.
(h) No
Strict Construction.
The
parties hereto jointly participated in the negotiation and drafting of this
Agreement. The language used in this Agreement shall be deemed to be the
language chosen by the parties hereto to express their collective mutual
intent,
this Agreement shall be construed as if drafted jointly by the parties hereto,
and no rule of strict construction shall be applied against any person or
entity.
(i) Interpretation.
Whenever the term “include” or “including” is used in this Agreement, it shall
mean “including, without limitation,” (whether or not such language is
specifically set forth) and shall not be deemed to limit the range of
possibilities to those items specifically enumerated. The words “hereof”,
“herein” and “hereunder” and words of similar import refer to this Agreement as
a whole and not to any particular provision. Terms defined in the singular
have
a comparable meaning when used in the plural and vice versa.
(j) Right
of First Refusal.
Buyer
cannot transfer, assign or otherwise dispose of, voluntarily or involuntarily,
any Purchased Assets or any interest in said Purchased Assets without first
providing the Buyer with the right to purchase all, but not less than all,
of
the Purchased Assets (“Right of First Refusal”), in the following
manner:
Buyer
shall first give written notice (the “Transfer Notice”) to Seller that Buyer
desires to sell the Purchased Assets. The Seller hereunder shall have thirty
(30) days following the receipt of said Transfer Notice from Buyer to exercise,
in full, the Right of First Refusal. If the Seller exercises the Right of
First
Refusal, the parties hereto shall consummate the repurchase of the Purchased
Assets on the terms set forth in the Transfer Notice by sixty (60) days after
the delivery of the Transfer Notice to the Seller.
IN
WITNESS WHEREOF,
the
parties hereto, through their duly authorized officers, have executed this
Agreement as of the Effective Date.
THE
STUDIO ZONE, INC. THE
STUDIO ZONE FITNESS CENTER, INC.
_____________________________ _____________________________
By:
By:
Its:
Its:
