AGREEMENT
AGREEMENT, dated as of January 19, 2000 by and between STOCKBROKER
RELATIONS OF COLORADO, INC., a Colorado corporation ("SRCI") and
XXXXXXXXX.XXX, INC., a Nevada corporation ("YouTicket").
W I T N E S S E T H
WHEREAS, YouTicket and SRCI are parties to that certain Agreement dated
January 4, 2000 (the "Services Agreement") wherein YouTicket agreed to issue to
SRCI, in exchange for services rendered, an initial 500,000 shares of common
stock, plus an additional 100,000 shares of common stock for each month of
services rendered, up to a maximum of six (6) months (the "Shares").
NOW THEREFORE, in consideration of the promises and respective mutual
agreements herein contained, it is agreed by and between the parties hereto as
follows:
ARTICLE 1
ISSUANCE OF THE SHARES
1.1 Issuance of the Shares. Upon the execution of this Agreement as
provided in Section 3.1 hereto (the "Closing"), subject to the terms and
conditions herein set forth, and on the basis of the representations, warranties
and agreements herein contained, no later than the fifth day of each month in
which the Services Agreement is in effect, YouTicket shall issue to SRCI, and
SRCI shall receive from YouTicket, the appropriate number of Shares.
1.2 Instruments of Conveyance and Transfer. Simultaneously with the
Closing, and during each subsequent closing as set forth in Section 3.1 hereof,
YouTicket shall deliver a certificate or certificates representing the Shares to
SRCI, in form and substance satisfactory to SRCI, as shall be effective to vest
in SRCI all right, title and interest in and to all of the Shares, as set forth
in Section 3 herein.
ARTICLE 2
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER
2.1 YouTicket hereby represents and warrants that:
(a) It shall transfer title, in and to the Shares, to the
SRCI free and clear of all liens, security interests,
pledges, encumbrances, charges, restrictions, demands
and claims, of any kind and nature whatsoever,
whether direct or indirect or contingent.
(b) Prior to Closing, the Company shall have prepared and
filed any and all filings and other documents
required to qualify the issuance of the Shares in
accordance with Rule 504 and the NASD, if applicable,
in accordance with their requirements, and shall have
taken all other necessary action and
proceedings as may be required and permitted by
applicable law, rule and regulation, for the legal
and valid issuance of the Shares to SRCI or
subsequent holders. The Company will file an original
Form D and pay the required filing fee with the State
of Colorado to claim the applicable Colorado offering
exemption. The Company represents and warrants that
the Shares may be issued as securities without
restrictive legend or other restriction on transfer
pursuant to Rule 504. The Company is relying upon the
truth and accuracy of the representations,
warranties, agreements, acknowledgments and
understandings of SRCI set forth herein in order to
determine the applicability of such exemptions and
the suitability of SRCI to acquire the Shares.
2.2 SRCI hereby represents and warrants that:
(a) SRCI has the full right, power and authority to enter
into this Agreement and to carry out and consummate
the transaction contemplated herein. This Agreement
constitutes the legal, valid and binding obligation
of SRCI.
(b) SRCI acknowledges that investment in the Shares
involves substantial risks and is suitable only for
persons of adequate financial means who can bear the
economic risk of an investment in the Shares for an
indefinite period of time. SRCI further represents
that it:
(1) has adequate means of providing for its
current needs and possible personal
contingencies, has no need for liquidity in
its investment in the Shares, is able to
bear the substantial economic risks of an
investment in the Shares for an indefinite
period, and, at the present time, can afford
a complete loss of its investment;
(2) does not have an overall commitment to
investments which are not readily marketable
that is disproportionate to its net worth,
and that its investment in the Shares will
not cause such overall commitment to become
excessive;
(3) is acquiring the Shares for its own account,
for investment purposes only and not with a
view toward resale, assignment or
distribution thereof, and no other person
has a direct or indirect, beneficial
interest, in whole or in part, in such
Shares;
(4) has such knowledge and experience in
financial, tax and business matters that it
is capable of evaluating the merits and
risks of an investment in the Shares;
(5) has been given the opportunity to ask
questions of and to receive answers from
persons acting on YouTicket's behalf
concerning the
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terms and conditions of this transaction and
also has been given the opportunity to
obtain any additional information which
YouTicket possesses or can acquire without
unreasonable effort or expense. As a result,
SRCI is cognizant of the financial
condition, capitalization, use of proceeds
from this financing and the operations and
financial condition of YouTicket, and has
available full information concerning their
affairs and has been able to evaluate the
merits and risks of the investment in the
Shares; and
(6) is a Colorado resident or an entity whose
primary place of business is in Colorado.
(7) is an "Accredited Investor" as that term is
defined in Section 501(a) of Regulation D
promulgated under the Securities Act of
1933, as amended (the "Act").
ARTICLE 3
CLOSING AND DELIVERY OF DOCUMENTS
3.1 Closing. The Closing shall be deemed to have occurred upon
the date of signing of this Agreement. Subsequent to the signing, the following
shall occur:
(a) Within five (5) business days of the Closing, YouTicket
shall cause to be issued in the name of SRCI an aggregate of
1,100,000 shares of its common stock, without restrictive
legend, all of which will be held by YouTicket to be
distributed as follows:
(1) Upon issuance, YouTicket shall deliver to
SRCI 500,000 of the shares of common stock;
and
(2) No later than the fifth day of each month
that the Services Agreement is in effect, up
to a maximum of six (6) months, YouTicket
shall deliver to SRCI a stock certificate
representing an aggregate of 100,000 shares
of common stock, without restrictive legend.
(3) In the event the Services Agreement is
terminated in accordance with its terms
prior to the expiration of six (6) months,
any undelivered shares shall be returned to
YouTicket's transfer agent for retirement.
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ARTICLE 4
TERMINATION, AMENDMENT AND WAIVER
4.1 Termination. Notwithstanding anything to the contrary contained in
this Agreement, this Agreement may be terminated and the transactions
contemplated hereby may be abandoned at such time as the Services Agreement is
terminated or abandoned, or after six (6) months.
4.2 Waiver and Amendment. Any term, provision, covenant,
representation, warranty or condition of this Agreement may be waived, but only
by a written instrument signed by the party entitled to the benefits thereof.
The failure or delay of any party at any time or times to require performance of
any provision hereof or to exercise its rights with respect to any provision
hereof shall in no manner operate as a waiver of or affect such party's right at
a later time to enforce the same. No waiver by any party of any condition, or of
the breach of any term, provision, covenant, representation or warranty
contained in this Agreement, in any one or more instances, shall be deemed to be
or construed as a further or continuing waiver of any such condition or breach
or waiver of any other condition or of the breach of any other term, provision,
covenant, representation or warranty. No modification or amendment of this
Agreement shall be valid and binding unless it be in writing and signed by all
parties hereto.
ARTICLE 5
MISCELLANEOUS
5.1 Entire Agreement. This Agreement, together with the Services
Agreement, sets forth the entire agreement and understanding of the parties
hereto with respect to the transactions contemplated hereby, and supersedes all
prior agreements, arrangements and understandings related to the subject matter
hereof. No understanding, promise, inducement, statement of intention,
representation, warranty, covenant or condition, written or oral, express or
implied, whether by statute or otherwise, has been made by any party hereto
which is not embodied in this Agreement or the written statements, certificates,
or other documents delivered pursuant hereto or in connection with the
transactions contemplated hereby, and no party hereto shall be bound by or
liable for any alleged understanding, promise, inducement, statement,
representation, warranty, covenant or condition not so set forth. In the event
any terms of this Agreement conflict with any terms of the Services Agreement,
the parties hereto agree that the terms of this Agreement shall control.
5.2 Notices. All notices provided for in this Agreement shall be in
writing signed by the party giving such notice, and delivered personally or sent
by overnight courier or messenger or sent by registered or certified mail (air
mail if overseas), return receipt requested, or by telex, facsimile
transmission, telegram or similar means of communication. Notices shall be
deemed to have been received on the date of personal delivery, telex, facsimile
transmission, telegram or similar means of communication, or if sent by
overnight courier or messenger, shall be deemed to have been received on the
next delivery day after deposit with the courier or messenger, or if sent by
certified or registered mail, return receipt requested, shall be deemed to have
been received on the third business day after the date of mailing. Notices shall
be sent to the addresses set forth below:
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If to SELLER:
------------
XxxXxxxxx.xxx, Inc.
0000 X. Xxxxxxx, Xxxxx 00 xxx 00
Xxx Xxxxx, XX 00000
Facsimile (000) 000-0000
Attn: Xxxxx Burkenholder, Controller
With a copy to:
--------------
Xxxxxx Law Group
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Facsimile (000) 000-0000
Attention: Xxxxx X. Xxxxxxxx, Esq.
If to Purchaser:
---------------
Stockbroker Relations of Colorado, Inc.
0000 X. Xxxxx Xxxxxx
Xxxxxx, XX 00000
Facsimile (___) ____________________
Attn: ____________________________
5.3 Choice of Law. This Agreement and the rights of the parties
hereunder shall be governed by and construed in accordance with the laws of the
State of Colorado including all matters of construction, validity, performance,
and enforcement and without giving effect to the principles of conflict of laws.
5.4 Jurisdiction. The parties submit to the jurisdiction of the Courts
of the State of Colorado or a Federal Court empaneled in the State of Colorado
for the resolution of all legal disputes arising under the terms of this
Agreement, including, but not limited to, enforcement of any arbitration award.
5.5 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.
5.6 Attorneys' Fees. Except as otherwise provided herein, if a dispute
should arise between the parties including, but not limited to arbitration, the
prevailing party shall be reimbursed by the nonprevailing party for all
reasonable expenses incurred in resolving such dispute, including reasonable
attorneys' fees exclusive of such amount of attorneys' fees as shall be a
premium for result or for risk of loss under a contingency fee arrangement.
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5.7 Taxes. Any income taxes required to be paid in connection with the
payments due hereunder, shall be borne by the party required to make such
payment. Any withholding taxes in the nature of a tax on income shall be
deducted from payments due, and the party required to withhold such tax shall
furnish to the party receiving such payment all documentation necessary to prove
the proper amount to withhold of such taxes and to prove payment to the tax
authority of such required withholding.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the date first written hereinabove.
"PURCHASER" "SELLER"
STOCKBROKER RELATIONS XXXXXXXXX.XXX, INC.
OF COLORADO, INC.
---------------------------- -----------------------------
By: ______________________ By: _______________________
Its: ______________________ Its: _______________________
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