LETTER OF AGREEMENT TO PURCHASE
Exhibit No.
10.7
Form
10-KSB/A
File
No. 000-51185
LETTER
OF AGREEMENT TO PURCHASE
April 13,
2007
Xxxxxx
Xxxxxxx, President
Freehawk
Productions, Inc.
00000
Xxxxxxxx Xxxxxxxxx, Xxxxx #000
Royal
Palm Beach, FL 33411
Dear Xx.
Xxxxxxx:
This
letter sets forth the Agreement {"Agreement") between Xxxxxx Xxxxxxx, President,
FREEHAWK PRODUCTIONS,
INC. ("Freehawk") and SIGNET INTERNATIONAL HOLDINGS,
INC. ("Signet") on the other hand, with respect to 20 one-half hour screenplays
entitled and along with format of subject matter is listed on the accompanying
schedule referenced as EXHIBIT A which is made a part of this Letter
Agreement to Purchase hereinafter (“The Property”).
The
Property is being purchased by Signet to be delivered within 36 months for the
purpose of being developed and produced as individual productions or as a
series, to be broadcast and/or presented in any format, as a Television
Programming and/or Feature Films, hereinafter, (the
“Programs”). Signet will provide Freehawk studio and equipment
facilities and personnel staff.
1. Purchase Price &
Terms
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1)
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PURCHASE
PRICE - The agreed purchase price for the total 20 one half-hour ready to
air shows and supplementary 80 one –half hour ready to air episodes is
$2,120,625.00 This price includes all of the rights, title and
privileges of the properties and any ancillaries that may accrue to Signet
as defined in Paragraph 3.
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2)
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PAYMENT
TERMS & CONDITIONS - 250,000 shares of Signet Common Stock will be
issued to Freehawk and delivered from Signet’s Transfer Agent upon
Signet‘s authorization and $25,000.00 cash payable anytime
before April 14, 2009.
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2. Delivery
Freehawk
will deliver to Signet a total of twenty titled one- half hour ready to air
shows over the period of thirty-six months. Each show followed by 4
additional episodes the aggregate being 100 shows. The delivery
time schedule will be as follows:
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a.
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Three
shows and follow-up episodes within the first 12 months from execution of
this contract, the aggregate being 15 one-half hour ready to air
shows.
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b.
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Two
shows and follow-up episodes every eight weeks after the first year, the
aggregate being 85 one-half hour ready to air
shows.
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Signet
reserves the option to select any particular titled show and number of episodes
of each with reasonable production time allowance.
3. Rights
Granted
Freehawk
hereby sells to Signet outright, exclusively and in perpetuity, all
right, title, and interest of any kind or nature whatsoever, whether now or
hereafter known or existing in all languages, throughout the universe in and to
the property (the “Rights"). The Rights shall include, without
limitation, all motion programs, television and allied rights in and to the
Property including, without limitation, music, live action, animation, remake,
sequel, prequel, series, digital television and video cassette and/or video
laser disc recording, sound track, media rights, merchandising, and commercial
tie-up rights in and to the Property and any and all rights there from or
ancillary thereto and the excusive right to exploit any and/or all such rights
as Signet may choose in its sole discretion in any and/or all media now or
hereafter known or devised in perpetuity, throughout the universe.
4. Representations
and Warranties
Freehawk
warrants and represents that all ideas, creations, material, and intellectual
properties furnished by Freehawk herein are and will be Freehawk's own and
original creation. Freehawk warrants and represents that Freehawk has the sole
and exclusive right and authority to enter into and fully perform this agreement
and to grant exclusively to Signet the Rights granted herein.
5. Indemnities
Freehawk
shall defend, indemnify and save harmless Signet, it's successors, licensees and
assigns, and any officers, directors, employees/ agents and/or representatives
of any of the foregoing, from and against any and all claims and expenses
(including without limitation reasonable legal fees and expenses) incurred by
any of them by reason of the breach or alleged breach of any warranty
undertaking, representation and/or agreement made by or entered into herein by
Freehawk hereunder.
6. Signets
Control
Freehawk
acknowledges the right of Signet to make any changes to the Property in the
preparation and exploitation of any productions based on the property, and in
this connection Freehawk acknowledges and agrees that Freehawk will not have any
right of approval or consultation with respect to any such changes or with
respect to any element of any production produced hereunder.
7. Assignment
All
Rights and privileges granted to Signet hereunder and all representations and
warranties made by Freehawk hereunder shall inure not only to Signet's benefit,
but also to the benefit of all persons who may hereafter lawfully acquire any
right to produce, sell, license, transmit, exhibit, advertise and/or exploit in
any way the Rights granted hereunder, it being expressly agreed that any
production hereunder may be produced, released, sold and/or distributed under
any company or trade name, brand producing mark, or trademark desired by Signet,
its licensees, successors and assigns.
8. No Injunctive
Relief
Xxxxxxxx's
sole and exclusive remedy for any breach of this Agreement shall be limited to
an action for damages at law and under no circumstances shall Freehawk be
entitled to equitable relief or to restrain or enjoin the distribution of any
Programs hereunder or other exploitation of any of the Rights granted to Signet
hereunder.
9.
Articles
Notices
to Signet shall be sent to:
Xxxxxx X.
Xxxxxxxxx, President
000 Xxxxx
Xxxxxx, Xxxxx #000,
Palm
Beach, FL 33480
Telephone:
000 000-0000
Notices
to Freehawk shall be sent to:
Xxxxxx
Xxxxxxx, President
Freehawk
Productions, Inc.
00000
Xxxxxxxx Xxxx. Suite # 104
Royal
Palm Beach, FL 33411
Telephone:
000-000-0000
All
payments and notices hereunder shall be given to Freehawk and Signet by first
class mail, registered or certified, return receipt requested, or by personal
delivery, Fax, Federal Express or the like, at their respective addresses set
forth, or to such other address as either party shall specify in
writing.
10. Rights of
Action
Rights of
action with respect to breach of promises, covenants, warranties and/or
representations by either party to this agreement made or committed during its
effective term shall survive the expiration of this agreement an shall inure to
and for the benefit of any successors and assigns of either party to this
agreement.
11. Choice of
Law
This
agreement is executed in and shall be construed in accordance to the laws of the
State of Florida. The parties agree that venue for any action in
relation to this agreement shall be in the state of Florida.
12. Entire
Agreement
This
constitutes the sole and entire agreement and understanding between FREEHAWK AND
SIGNET with respect to the subject matter discussed herein. All terms
contained in this letter Agreement which are not specifically defined herein are
intended to be defined in accordance with the customary definitions of such
terms in the United States Motion Programs and Television
industries.
This
letter Agreement shall constitute a complete and mutually binding Agreement that
can not be modified except by a writing signed by all of the parties. Please
indicate your acceptance of this letter Agreement by signing in the space
provided for herein below.
AGREED TO AND ACCEPTED
BY:
For
FREEHAWK PRODUCTIONS, INC.
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/s/
Xxxxxx
Xxxxxxx
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April
7, 2007
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Xxxxxx
Xxxxxxx
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Date
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President
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/s/
illegible
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Witness
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/s/
Xxxxxx X.
Xxxxxxxxx
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April
13, 2007
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Xxxxxx
X.
Xxxxxxxxx
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Date
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President
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