Exhibit 4.1
MEDIA BUYING AGREEMENT
This Media Buying Agreement made as of the 24th day of October 2003
between Genio Group, Inc., a Delaware corporation with principal offices located
at 1120 Avenue of the Americas, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 ("Genio"),
and CB Associates, LLC, a Delaware limited liability company with principal
offices located at 00 Xxxxx Xxxxxx, #0X, Xxx Xxxx, Xxx Xxxx 00000 ("CBA").
W I T N E S S E T H:
WHEREAS, Genio is a consumer products company that, among other things,
manufactures and sells Genio Cards(TM), an educational collectible childrens'
card series (the "Genio Cards"); and
WHEREAS, CBA is an experienced media buying firm and Genio and CBA wish
to provide for CBA to buy time on cable channels to advertise Genio Cards on the
terms set forth herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound, Genio and CBA hereby agree as
follows:
1. CBA Services. (a) CBA shall buy media time for the advertising of
Genio Cards on major cable channels such as Nickelodeon, Cartoon Network, and
Disney throughout the United States of America (the "Cable Stations") for
multiple thirty-second commercials (the "Genio Commercials") throughout the Term
(as defined herein). CBA shall place Genio Commercials on the Cable Stations in
sufficient time slots that have an aggregate advertising retail value of
approximately $2,000,000 (the "Thirty-Day Time Buy") for each thirty-day period
of the Term (each a "Term Month"), and an aggregate value of at least $6,000,000
retail advertising value (the "Minimum Term Time Buy") during the Term.
(b) CBA has provided Genio with the attached Annex A, which is an
analysis of the Cable Stations that are going to run Genio Commercials during
the Term of this Agreement, along with the retail advertising value of the Genio
Commercials to be placed by CBA over the Term.
(c) The placing of the Thirty-Day Time Buys and the Minimum Term Time
Buy shall be the sole responsibility of CBA, which shall be solely responsible
for payment of the advertising time slots for the Genio Commercials, and Genio
shall have no responsibility of any kind, other than pursuant to Section 2, for
payment of any such advertising time slots for the Genio Commercials.
(d) CBA shall also provide editorial services in editing a commercial
previously prepared by Genio for purposes of making it suitable for use in the
Genio Commercials. Genio shall pay the cost of all studio time and related
out-of-pocket expenses in connection with such editorial services.
(e) CBA shall also provide public relations services during the Term in
promoting the Genio Cards working in conjunction with public relations efforts
directed by Genio. All of the services set forth above for CBA shall be referred
to herein collectively as the "Services". The costs for public relations
services provided by CBA will be billed to Genio separately and shall not exceed
$5,000 per month (excluding expenses) billed at the rate of $100 per hour, plus
all out-of-pocket expenses.
2. CBA Compensation. Upon execution of this Agreement, Genio shall pay
and deliver the following:
(a) to CBA:
(i) the sum of $12,500;
(ii) 100,000 restricted shares of Genio common stock in two
certificates of 50,000 shares each (the "Restricted Shares");
(iii) 2-year warrants ("A Warrants") to purchase 33,333 shares
of Genio common stock at an exercise price of $5.00 per share
("A Warrant Shares"); and
(iv) 2-year warrants ("B Warrants") to purchase 33,333 shares of
Genio common stock at an exercise price of $6.00 per share ("B
Warrant Shares").
(b) to Xxxx X. X'Xxxxxx, Esq., as attorney escrow agent (the "Escrow
Agent"), to be held pursuant to the Joint Escrow Instructions attached hereto an
Annex B,: 200,000 shares of Genio common stock (the "Additional Genio Shares"),
and two warrant agreements each representing 33,333 A Warrant Shares, and two
warrant agreements each representing 33,333 B Warrant Shares, which shall all be
issued in the name of CBA and delivered into escrow in the form of four stock
certificates, each in the amount of 50,000 shares of Genio common stock and the
four above-referenced warrant agreements (collectively, the "Escrowed
Securities").
(c) Unless this Agreement is otherwise terminated as provided below, on
or prior to the first day of the second Term Month and on or prior to the first
day of each subsequent Term Month, (A) Genio shall deliver to CBA or effect a
wire transfer of immediately available funds as follows:
(i) any amount then due and payable by Genio pursuant to
Section 1(d) that has not then been paid; and
(ii) any amount then due and payable by Genio pursuant to
Section 1(e) that has not then been paid, provided that so long
as Genio has paid CBA the sum of $12,500 upon execution of this
Agreement, any unpaid amount shall only be for any unpaid studio
time and out-of-pocket expenses; and
(B) the Escrow Agent shall deliver to CBA:
(i) two certificates evidencing a total of 100,000 of the Additional Genio
Shares;
(ii) A Warrants to purchase 33,333 A Warrant Shares; and
(iii) B Warrants to purchase 33,333 B Warrant Shares
(d) Genio shall include 50,000 of the Restricted Shares plus 100,000 of
the Additional Genio Shares (the "S-8 Registrable Securities") in a registration
statement on Form S-8 (the "S-8 Registration Statement") to be filed with the
Securities and Exchange Commission ("SEC"). The S-8 Registrable Securities shall
vest at the rate of 50,000 shares of Genio common stock on or before the fifth
day of each Term Month.
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(e) Genio shall include the remaining 150,000 Additional Genio Shares,
the A Warrant Shares issuable upon exercise of the A Warrants and the B Warrant
Shares issuable upon exercise of the B Warrants (collectively, the "SB-2
Registrable Securities") in a registration statement on Form SB-2 (the "SB-2
Registration Statement") to be filed with the SEC. Genio shall pay all expenses
to register the S-8 Registrable Securities and SB-2 Registrable Securities with
the SEC and with each applicable state securities commission. If an underwriter
requires a reduction in the amount of Genio Stock included in the SB-2
Registration Statement, then the percentage of SB-2 Registrable Securities
included in such SB-2 Registration Statement shall be equal to the percentage of
the selling shareholder with the highest percentage of shares originally
included in such SB-2 Registration Statement. Any SB-2 Registrable Securities
not included in the SB-2 Registration Statement shall be included in any
subsequent registration statement filed by Genio with the SEC.
(f) In the event that Genio fails to file the S-8 Registration
Statement or the S-8 Registration Statement shall not become effective on or
before November 20, 2003, Genio shall pay the total sum not to exceed Two
Hundred Thousand Dollars ($200,000) to CBA on or before November 25, 2003 for
reimbursement to CBA of media time purchased by CBA during the first Thirty-Day
Time Buy, provided that CBA shall simultaneously return to Genio 50,000
Restricted Shares, which are the first tranche of the S-8 Registrable
Securities, which shall be cancelled.
(g) Genio shall have the right to cancel the Agreement after the first
Thirty-Day Time Buy by providing notice of cancellation ten days prior to the
expiration of the first Term Month to CBA in which case it shall have no further
obligations to CBA. Such notice of cancellation shall be in the form annexed as
exhibit A to the Joint Escrow Instructions. In such event, CBA shall return to
Genio 50,000 Restricted Shares, which are the first tranche of the S-8
Registrable Securities which shall be cancelled, if Genio shall have made the
payment to CBA set forth in subsection (f) above or if Genio has not made such
payment but shall have timely registered the S-8 Registrable Securities, CBA
shall retain the Restricted Shares and in either case all of the Escrowed
Securities shall be released by the Escrow Agent to Genio which Escrowed
Securities shall be cancelled. In the event that Genio does not cancel the
Agreement, but Genio has made the cash payment set forth in subsection (f)
above, the Agreement shall remain in full force and effect, except to the extent
that CBA shall return to Genio 50,000 Restricted Shares, which are the first
tranche of the S-8 Registrable Securities, which shall be cancelled.
(h) In the event that Genio fails to file the S-8 Registration
Statement or such S-8 Registration Statement shall not become effective on or
before December 20, 2003, Genio shall pay the total sum not to exceed Two
Hundred Thousand Dollars ($200,000) to CBA on or before December 25, 2003 for
reimbursement to CBA of media time purchased by CBA for the second Thirty-Day
Time Buy, provided that the Escrow Agent shall simultaneously return to Genio
50,000 of the Additional Genio Shares, which are the second tranche of the S-8
Registrable Securities, which shall be cancelled.
(i) In the event that Genio fails to file the S-8 Registration
Statement or such S-8 Registration Statement shall not become effective on or
before January 20, 2003, Genio shall pay the total sum not to exceed Two Hundred
Thousand Dollars ($200,000) to CBA on or before January 25, 2003 for
reimbursement to CBA of media time purchased by CBA during the third Thirty-Day
Time Buy, provided that the Escrow Agent shall simultaneously return to Genio
50,000 of the Additional Genio Shares, which are the third tranche of the S-8
Registrable Securities, which shall be cancelled.
(j) In the event that Genio fails to file the SB-2 Registration
Statement with the SEC on or before December 15, 2003, CBA shall be entitled to
liquidated damages in the amount of an additional 33,333 of the A Warrants and
33,333 of the B Warrants in addition to the A Warrants and the B Warrants
provided in Section 2 above for each thirty day period beyond December 15, 2003
that Genio fails to file such SB-2 Registration Statement with the SEC.
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3. Term: (a) The term of this Agreement shall commence on the date of
this Agreement and end on the same day of the month in January 2004 (the
"Scheduled Term"). The Scheduled Term shall be subject to early termination in
the event of (i) an uncured material breach following twenty days' prior written
notice that describes such material breach in reasonable detail, including but
not limited to, (x) the failure by CBA to provide to Genio any Thirty-Day Time
Buy of Genio Commercials, (y) the failure by Genio to pay for any of the
Services in a timely manner as provided in Section 2 or (z) either CBA or Genio
becomes insolvent or fails to pay its debts and obligations on a current basis
or shall make an assignment for the benefit of creditors or becomes involved in
a receivership, bankruptcy, liquidation or other insolvency or debtor relief
proceedings on a voluntary or involuntary basis of the company.
(b) Notwithstanding the foregoing: (i) Genio shall have the right to
cancel this Agreement at any time following the first Term Month by providing a
notice of cancellation ten (10) days prior to the expiration of the first Term
Month, in which case Genio shall have no further obligation of any kind
whatsoever to CBA, except for the payment of compensation payable pursuant to
Section 2(a) or Section 2(b) only with respect to the first Term Month and each
subsequent Term Month or portion thereof commencing prior to the giving by CBA
of such written notice.
4. Non-compete: during the Term, CBA shall not render services in any
media buying capacity for any direct competitor of Genio and Genio shall not
retain the services or any other media buyer.
5. Indemnity: Each party shall fully indemnify the other for all
claims, liabilities, damages, losses, costs and expenses of any nature,
including but not limited to, reasonable attorneys' fees, judgments, settlement,
fines and penalties that are incurred by the counter-party arising out of or in
connection with the performance of each party's obligations under this Agreement
unless the claim or alleged claim resulted from the willful misconduct, gross
negligence or fraud of the party claiming indemnification.
6. Governing Law: This Agreement and any disputes arising hereunder
shall be governed by and construed according to the laws of the State of New
York, excluding the application of its choice of law rules, and jurisdiction for
any such dispute shall be exclusively held in the courts of the federal and
state courts of New York located in the County of New York.
7. Notice: Any notices required hereunder shall be in writing, shall be
sent by either certified mail, return receipt requested, personal delivery or by
established overnight delivery service and delivered to either party at its
address first set forth above or such other address as either party shall
provide to the other party by providing notice thereof. All notices and
communications will be deemed to have been duly given: (a) at the time delivered
by hand, if personally delivered; (b) three business days after being deposited
in the mail, postage prepaid, if mailed, when receipt acknowledged; and (c) on
the next business day if timely delivered to a courier guaranteeing overnight
delivery.
8. Secrecy and Nondisclosure: CBA and Genio each agree to treat as
secret and confidential all of the information regarding the business of the
other and its affiliates and subsidiaries, including but not limited to,
information regarding operations, systems, technology, services, know-how,
supplier lists, customer lists, customer accounts, financial information,
costing data, and marketing plans, to the extent not generally known in the
marketing industry or not otherwise disclosed to the public.
9. Independent Contractor: CBA and Genio are not engaged in a joint
venture or like arrangement, and CBA is an independent contractor to Genio.
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10. Work Product: CBA hereby assigns and transfers all his rights,
title and interest in any developments, know-how, discoveries, inventions,
improvements, concepts, ideas, writings, formulae, processes and methods
(whether copyrightable, patentable or otherwise) made, received, conceived,
acquired or written by CBA during the rendering of the Services which
constitutes work-for-hire and expressly waives any moral rights or "droit
morale" in connection therewith.
11. Entire Agreement; Amendments. This Agreement represents the entire
understanding of the parties and supersedes all prior agreements between the
parties, whether written or oral, with respect to the subject matter of the
Agreement. This Agreement may be amended, or waived only by a written instrument
signed by both parties to this Agreement.
12. Assignment and Benefits of Agreement. This Agreement may not be
assigned by either party without the written consent of the other party, except
that in the event of any sale or similar transaction involving a party and any
third party or parties, the consent of the other party shall not be unreasonably
withheld or delayed. Nothing in this Agreement, express or implied, is intended
to confer upon any person other than the parties hereto, and their respective
successors and assigns, any rights under or by reason of this Agreement.
13. Execution in Counterparts and Fax. This Agreement may be executed
in counterparts, each of which, when executed and delivered, shall be deemed to
be an original and all of which together shall constitute one and the same
document. This Agreement may also be executed via facsimile, which shall be
deemed an original.
IN WITNESS WHEREOF, the parties have duly executed this Media Buying Agreement
as of the date first above written.
GENIO GROUP, INC.
By: /s/ Xxxx Xxx-Xxxx
---------------------------------------
Name: Xxxx Xxx-Xxxx
Title: CEO and Chairman
CB ASSOCIATES, LLC.
By: /s/ Xxxxxx Xxxxx
---------------------------------------
Name: Xxxxxx Xxxxx
Title: Member
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Annex A
To
Media Buying Agreement
10/27/03 through 1/30/04
:30 second local spots
Cable :hh univ units Nat'l Nat'l Nat'l Total
Channels (000) (3k) Equiv Rate ($) Total ($) Cost
-------- ------ ---- ----- -------- --------- --------
Animation 42,137 1.36m 453 412 187k 20,260
Discovery 57,934 1.27m 425 1,007 428k 42,175
Family 55,704 1.74m 580 587 340k 45,220
Lifetime 57,793 950k 316 2,201 696k 74,540
Nickolodeon 57,291 870k 290 3,767 1.1m 109,750
Sci Fi 41,174 1.6m 535 715 383k 31,870
TBS 56,626 1.1m 366 1,643 601k 69,075
TLC 52,096 1.37m 456 1,000 456k 61,890
TNT 57,829 1.04m 346 1,967 680k 66,685
Cartoon 46,392 1.04m 346 2,304 797k 65,470
USA 57,888 1.04m 346 1,600 554k 54,730
TOTALS 6.2mm $642,000
===== ========
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Annex B
To
Media Buying Agreement
JOINT ESCROW INSTRUCTIONS
Dated as of the date of the Media Buying Agreement
Dated as of October 24, 2003 between Genio Group, Inc. and
CB Associates, LLC, to Which These Joint Escrow
Instructions Are Attached
Dear Xxxx X'Xxxxxx, Esq.:
These Joint Escrow Instructions are attached as Annex B to that certain
Media Buying Agreement (the "Agreement") between Genio Group, Inc. ("Genio") and
CB Associates, L.L.C. ("CBA"). Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings provided in the Agreement.
Pursuant to the terms of the Agreement, Genio is issuing: (i) 200,000 shares of
its Common Stock (the "Common Stock") registered in the name of CBA (in four
certificates of 50,000 each);(ii) "), and two warrant agreements each
representing 33,333 A Warrant Shares, and (iii) two warrant agreements each
representing 33,333 B Warrant Shares , to be held in escrow pursuant hereto.
As escrow agent for both Genio and CBA, Xxxx X. X'Xxxxxx, Esq. (the
"Escrow Agent") is hereby authorized and directed to hold the certificates
evidencing the Common Stock and the warrant agreements representing the A
Warrant Shares and the B Warrant Shares (the "Escrow Property") delivered to
Escrow Agent pursuant to the terms of the Agreement in accordance with the
following instructions:
1. On the date hereof, Genio is depositing the Escrow Property with
Escrow Agent.
2. On the first day of the second and third Term Month during the Term,
Escrow Agent shall deliver to CBA two certificates evidencing an aggregate of
100,000 shares of Common Stock and a warrant agreement to acquire 33,333 A
Warrant Shares and a warrant agreement to acquire 33,333 B Warrant Shares,
except as otherwise provided in Section 2 of the Agreement.
3. Upon exercise of any A Warrants, Escrow Agent shall deliver to CBA
the A Warrant Shares issuable upon such exercise, shall receive the exercise
price from CBA and shall deliver to Genio, without any guaranty of payment or
collection or any other representation or warranty of any kind, the aggregate
exercise price so received.
4, Upon exercise of any B Warrants, Escrow Agent shall deliver to CBA
the B Warrant Shares issuable upon such exercise, shall receive the exercise
price from CBA and shall deliver to Genio, without any guaranty of payment or
collection or any other representation or warranty of any kind, the aggregate
exercise price so received.
5. If the Term shall be terminated early, Escrow Agent shall deliver to
Genio any remaining Escrow Property except such number of A Warrant Shares and B
Warrant Shares as shall be issuable upon exercise of any A Warrants and B
Warrants then outstanding. Provided that the Escrow Agent receives a notice of
cancellation from Genio in the form annexed hereto as Exhibit A in a timely
manner as provided for in Section 2(g), the Escrow Agent shall not have any
discretion and shall return those securities which are part of the Escrow
Property to Genio as specifically provided for in Section 2(g).
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6. Escrow Agent's duties hereunder may be altered, amended, modified or
revoked only by a writing signed by the party to be charged therewith.
7. Escrow Agent shall be obligated only for the performance of such
duties as are specifically set forth herein and may rely and shall be protected
in relying or refraining from acting on any instrument reasonably believed by
Escrow Agent to be genuine and to have been signed or presented by the proper
party or parties. Escrow Agent shall not be personally liable for any act Escrow
Agent may do or omit to do hereunder as Escrow Agent while acting in good faith,
and any act done or omitted by Escrow Agent pursuant to the advice of Escrow
Agent's attorneys-at-law shall be conclusive evidence of such good faith.
8. Escrow Agent is hereby expressly authorized to disregard any and all
warnings given by any of the parties hereto or by any other person or
corporation, excepting only orders or process of courts of law and is hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case Escrow Agent obeys or complies with any such order, judgment or
decree, Escrow Agent shall not be liable to any of the parties hereto or to any
other person, firm or corporation by reason of such decree being subsequently
reversed, modified, annulled, set aside, vacated or found to have been entered
without jurisdiction.
9. Escrow Agent shall not be liable in any respect on account of the
identity, authorities or rights of the parties executing or delivering or
purporting to execute or deliver the Agreement or any documents or papers
deposited or called for hereunder or thereunder.
10. Escrow Agent shall be entitled to employ such legal counsel and
other experts as Escrow Agent may deem necessary to advise Escrow Agent properly
in connection with Escrow Agent's duties hereunder, may rely upon the advice of
such counsel, and may pay such counsel reasonable compensation therefor. Escrow
Agent has acted as legal counsel for Genio and may continue to act as legal
counsel for Genio, from time to time, notwithstanding its duties as Escrow Agent
hereunder. CBA consents to Escrow Agent acting in such capacity as legal counsel
for Genio and waives any claim that such representation represents a conflict of
interest on the part of Escrow Agent. CBA understands that Genio and Escrow
Agent are relying explicitly on the foregoing provision in entering into these
Joint Escrow Instructions.
11. Escrow Agent's responsibilities as escrow agent hereunder shall
terminate if the Escrow Agent shall resign by written notice to Genio and CBA.
In the event of any such resignation, Genio and CBA shall appoint a successor
Escrow Agent.
12. If Escrow Agent reasonably requires other or further instruments in
connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.
13. It is understood and agreed that should any dispute arise with
respect to the delivery and/or ownership or right of possession of the Escrow
Property held by Escrow Agent hereunder, Escrow Agent is authorized and directed
in Escrow Agent's sole discretion (i) to retain in Escrow Agent's possession
without liability to anyone all or any part of the Escrow Property until such
disputes shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but Escrow Agent shall be under no duty whatsoever to institute
or defend any such proceedings or (ii) to deliver the Escrow Property held by
Escrow Agent hereunder to a state or federal court having competent subject
matter jurisdiction and located in the State and City of New York in accordance
with the applicable procedure therefor.
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14. Genio and CBA agree jointly and severally to indemnify and hold
harmless Escrow Agent from any and all claims, liabilities, costs or expenses in
any way arising from or relating to the duties or performance of Escrow Agent
hereunder other than any such claim, liability, cost or expense to the extent
the same shall (i) have been determined by final, unappealable judgment of a
court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of Escrow Agent.
15. Any notice or other communication hereunder must be given in
writing and either (i) delivered in person, (ii) transmitted by telefacsimile,
provided that any notice so given is also mailed as provided in clause (iii), or
(iii) mailed, postage prepaid, as follows:
If to CBA, to:
CB Associates, LLC
00 Xxxxx Xxxxxx, #0X,
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxx
Phone: 000-000-0000
Facsimile No.: 000-000-0000
With a copy to:
Xxxxx X. Xxxxxxxxxx, Esq.
0000 Xxxx Xxxxxx, # 0X
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile No.: (000) 000-0000
If Genio, to:
Genio Group, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxx-Xxxx
Facsimile No.: (000) 000-0000
With a copy to:
Xxxxxx Xxxxx, Esq.
c/o Adelphia Holdings , LLC
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No: (000) 000-0000
If to Escrow Agent, to:
Xxxx X. X'Xxxxxx, Esq.
c/o Adelphia Holdings, LLC
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No: (000) 000-0000
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or to such other address or to such other person as any party shall have last
designated by such notice to the other parties. Each such notice or other
communication shall be effective (A) if given by mail, three days after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid, (B) if given by facsimile, when transmitted to the
applicable number so specified in (or pursuant to) this Section 15 provided that
appropriate confirmation of receipt is generated by the facsimile and a
duplicate copy is mailed, postage prepaid, or (C) if given by any other means,
when actually delivered at such address.
16. By signing these Joint Escrow Instructions, Escrow Agent becomes a
party hereto only for the purpose of these Joint Escrow Instructions; Escrow
Agent does not become a party to the Agreement. Genio and CBA have become
parties hereto by their execution and delivery of the Agreement as provided
therein.
17. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and permitted assigns and
shall be governed by the laws of the State of New York without giving effect to
principles governing the conflicts of laws. A facsimile transmission of these
instructions signed by the Escrow Agent shall be legal and binding on all
parties hereto.
18. The parties hereto hereby waive a trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the
other in respect of any matter arising out of or in connection with these Joint
Escrow Instructions.
19. The rights and obligations of any party hereto are not assignable
without the written consent of the other parties hereto. These Joint Escrow
Instructions constitute the entire agreement amongst the parties with respect to
the subject matter hereof.
ACCEPTED BY ESCROW AGENT:
Xxxx X. X'Xxxxxx, Esq.
/s/ Xxxx X. X'Xxxxxx
----------------------------
Date: October 24, 2003
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EXHIBIT A
FORM OF NOTICE OF CANCELLATION
[Date ]
CB Associates, LLC
Attn: Xxxxxx Xxxxx
00 Xxxxx Xxxxxx, #0X
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx X. Xxxxxxxxxx, Esq.
0000 Xxxx Xxxxxx, # 0X
Xxx Xxxx, Xxx Xxxx 00000-0000
Xxxx X. X'Xxxxxx, Esq., as Escrow Agent
c/o Adelphia Holdings, LLC
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear CB Associates, LLC and Xxxx X. X'Xxxxxx, Esq.:
Notice of cancellation is hereby given by Genio Group, Inc. to each of
the above-listed parties in accordance with Section 2(g) of that certain Media
Buying Agreement dated as of October 24, 2003, between Genio Group, Inc. and CB
Associates, LLC (the "Agreement), hereby canceling the Agreement. All defined
terms set forth herein not otherwise defined shall have the meanings ascribed to
them in the Agreement, including the Joint Escrow Instructions. Notice is hereby
given to the Escrow Agent to return to Genio those items of the Escrowed
Property as specifically set forth in Section 2(g) of the Agreement.
Very truly yours,
Genio Group, Inc.
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