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 e 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 canceled 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:
(a) Eline is validly organized, existing and in good standing
under the laws of the Sate 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 nonassessable.
(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.
(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 hereof.
(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 deliver 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, suites, proceedings, labor
disputes or investigations pending or, to the best of 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 the Sate of Florida, has the 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 (1) vote
more than one-half (1/2) 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 preference of $.0001. All such shares have 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 of 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
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.
(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 hereof.
(h) Without 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 part 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 (i) 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 party, or by which it may be bound, nor
will any consents or authorizations or any party other than those hereto be
required; (ii) 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 (iii) 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 hereof 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.
(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 1933, 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 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 CTDH.
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, or 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 CTDH 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.
9. AMOUNTS DUE XXXXXXXX BY CTDH.
(a) CTDH is presently indebted to Xxxxxxxx in the approximate
principal amount of thirty-nine thousand eighty-seven dollars ($39,087) at March
31, 2005, as Xxxxxxxx, as a majority stockholder, periodically advances the
Company loans. The loan is unsecured and interest accrues at 4.17%. Interest
expense related to the loan totaled three thousand thirty-one dollars ($3,031)
and nine thousand one hundred twenty-seven dollars ($9,127) for the years ended
December 31, 2004 and 2003, respectively. Principal payments are five thousand
dollars ($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 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 form the proceeds. For example, if the Aggregate Proceeds received by Eline
from the CTDH Disposition are $1,500,000, 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 $2,000,000 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
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 CTDH BUSINESS OPERATIONS. In conjunction with this
Agreement and the terms of the Exchange of Shares pursuant to Paragraph 2 and
the Operation of CTDH After Closing pursuant to Paragraph 7(d), it is
contemplated that Eline and CTDH will attempt to acquire other business entities
operating in the cyclodextrin and bio-tech industries that complement 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 (1) year from the
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 one hundred thousand (100,000)
shares of the Eline Common Stock with Eline for an interest in one (1) share of
Series A Preferred Stock of CTDH, or the spin-off having the rights and
preferences equivalent to those of the CTDH Voting Common 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 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 and 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 XX 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.
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 attorneys'
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.
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, President
ELINE HOLDING GROUP, INC.
By: /s/ Xxxxx Xxxxxxxx, Sole Director
CTD HOLDINGS, INC.
By: /s/ Xxxx Xxxxxxxx, President, CEO & Chairman
