ATWOOD MINERALS & MINING CORP. RESTRICTED STOCK AGREEMENT
XXXXXX
MINERALS & MINING CORP.
THIS
RESTRICTED STOCK AGREEMENT (the “Agreement”) is
entered into as of April __, 2010 (the “Effective Date”), by
and between Xxxxxx Minerals & Mining Corp., a Nevada corporation (formerly
Xxxxxx Minerals & Mining Corp.) (the “Company”) and Xxxxxxx
Xxxxxxxx, an individual (the “Stockholder”).
ARTICLE
1
Pursuant
to the terms and conditions of that certain Securities Purchase Agreement, dated
as of the date hereof (the “Purchase Agreement”),
the Stockholder has agreed to exchange Seven Thousand Eight Hundred (7,800)
limited liability company units in Universal Database of Music USA, LLC, a
Nevada limited liability company (“UDM”) for Six Million
Two Hundred Forty Thousand Dollars (6,240,000) shares of common stock in the
Company (the “Shares”). The
issuance of the Shares to Stockholder is subject to the Stockholder executing
and delivering this Agreement.
ARTICLE
2
Except as
otherwise set forth in this Agreement, the Company’s Right of Repurchase shall
lapse and any remaining Restricted Shares shall immediately be released from the
Right of Repurchase, upon the occurrence of a Change of Control transaction (as
defined below), provided that no Termination Event has occurred prior to the
consummation of the Change in Control. For purposes of this
Agreement, “Change of
Control” shall mean, after the date hereof, (i) the consummation of a merger or
consolidation of the Company with or into another entity or any other corporate
reorganization, if persons who were not stockholders of the Company immediately
prior to such merger, consolidation or other reorganization own, immediately
after such merger, consolidation or other reorganization, fifty percent (50%) or
more of the voting power of the outstanding securities of each of (A) the
continuing or surviving entity and (B) any direct or indirect parent corporation
of such continuing or surviving entity; (ii) a stockholder approved sale,
transfer or other disposition of all or substantially all of the assets of the
Company; or (iii) a transaction where the holders of fifty percent (50%) or more
of the capital stock of the Company, on a fully-diluted basis, sell, transfer or
otherwise dispose of the shares of the capital stock of the Company held by
them, in both form and substance, to a third party.
2
ARTICLE
3
(a) The
Stockholder is acquiring and will hold the Shares for investment for the
Stockholder’s account only and not with a view to, or for resale in connection
with, any “distribution” thereof with the meaning of the Securities Act of 1933,
as amended (the “Securities
Act”).
(b) The
Stockholder has been furnished with, and has had access to, such information as
the Stockholder considers necessary or appropriate for deciding whether to
invest in the Shares, and the Stockholder has had an opportunity to ask
questions and receive answers from the Company regarding the terms and
conditions of the issuance of the Shares.
(c) The
Stockholder is aware that the Stockholder’s investment in the Company is a
speculative investment that has limited liquidity and is subject to the risk of
complete loss. The Stockholder is able, without impairing the
Stockholder’s financial condition, to hold the Shares for an indefinite period
and to suffer a complete loss of an investment in the Shares.
(d) The
Stockholder is an “accredited investor” within the meaning of Regulation D
promulgated under the Securities Act.
3
ARTICLE
4
ARTICLE
5
“THE
SALE, TRANSFER, ASSIGNMENT, PLEDGE OR ENCUMBRANCE OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A RESTRICTED
STOCK AGREEMENT, DATED AS OF APRIL __, 2010 AMONG XXXXXX MINERALS & MINING
CORP. AND XXXXXXX XXXXXXXX,. COPIES OF SUCH
AGREEMENTS MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF
RECORD OF THIS CERTIFICATE TO THE SECRETARY OF SUCH
CORPORATION.”
4
“THE
SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT
AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.”
If
required by the authorities of any state in connection with the issuance of the
Shares, the legend or legends required by such state authorities shall also be
endorsed on all such certificates.
ARTICLE
6
6.4. Choice of
Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California, as such laws are applied
to contracts entered into and to be performed entirely within such State. Except
for actions seeking injunctive relief (which may be brought in any appropriate
jurisdiction) suit under this Agreement shall only be brought in a court of
competent jurisdiction in the County of San Diego, State of
California. This choice of venue is intended by the parties to be
mandatory and not permissive in nature, and to preclude the possibility of
litigation between the parties with respect to, or arising out of, this
Agreement in any jurisdiction other than that specified in this
Section. Each party waives any right it may have to assert the
doctrine of forum non conveniens or similar doctrine or to object to venue with
respect to any proceeding brought in accordance with this Section.
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“Company
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Xxxxxx
Minerals & Mining Corp.,
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a Nevada corporation | |
By:
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Name:
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Its:
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“Stockholder”
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XXXXXXX
XXXXXXXX, an
individual
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[Signature
page to Restricted Stock Agreement]
7
EXHIBIT
A
VESTING
SCHEDULE
Restricted Units to be Released from
Right of Repurchase |
Release Date Event
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2,240,000
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The
Effective Date
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2,000,000
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October
__, 2010
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2,000,000
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April ____,
2011
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All
Remaining shares
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Immediately
upon the sale of all or part of the UDM LLC Database
Asset.
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Exhibit A
- Page 1
EXHIBIT
B
STOCK
POWER AND ASSIGNMENT
SEPARATE
FROM CERTIFICATE
FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto Xxxxxx Minerals &
Mining Corp. (the “Company”)
_________________________________ shares of the Common Stock of the Company,
standing in the undersigned's name on the books of the Company represented by
Certificate No. delivered herewith, and does hereby irrevocably
constitute and appoint the Secretary of the Company as the undersigned's
attorney-in-fact, with full power of substitution, to transfer said stock on the
books of the Company.
Dated:
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XXXXXXX
XXXXXXXX
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Exhibit B
- Page 1