Exhibit 10.2
Agreement
This is an agreement between Nevada Processing Solutions, Inc., a Nevada
corporation traded on the OTC-BB (hereafter referred to as "Pubco"), the
Settling Investors set forth in Schedule A (collectively referred to
hereafter as the "Investors") and Xxxxxx Xxxx, Esq., as legal representative
of a group of investors, including the former secured creditors of MMAX
Enterprises, Inc., a Florida corporation and the financiers of the Campeon
MMAXimo" reality program (collectively referred to hereafter as the "Finance
Group").
WHEREAS, MMAX Enterprises, Inc., a Florida corporation ("MMAX"), is a
failed private company that raised funds to enter the mixed martial arts
promotion business which would produce live mixed martial arts events,
primarily in Mexico, and then distribute television programs based on the
edited event footage. The business model would be similar to that of the
"UFC" but based in Mexico with programming in Spanish for consumption by the
US and international Spanish speaking television market;
WHEREAS, during the period May 31, 2007 to October 10, 2008, the Investors
made loans and / or capital investments in MMAX in a series of private
placements, which did not involve the Finance Group;
WHEREAS, the business plan of MMAX, using the proceeds of the private
placements was to organize, exhibit and syndicate the programming for mixed
martial arts programs;
WHEREAS, MMAX, which is currently defunct and no longer operating, was
unable to facilitate its business plan and owes a substantial amount of money
and has lost its assets to secured creditors through foreclosure and
assignment;
WHEREAS, the Finance Group, represented by Xxxxxx X. Xxxx, Esq., has no
relationship with the Investors, and in fact, made a loan to MMAX
Enterprises, Inc., subsequent to the various investments by the Investors and
at the request of certain of the investors. Xxxxxx X. Xxxx, Esq., has never
served as counsel to any of the Investors and never advised them to invest in
MMAX Enterprises, Inc. Xx. Xxxx expressly disclaims any liability or
responsibility to the Investors, but instead has advised his clients, the
Finance Group, to invite the Investors into the Pubco transaction as
shareholders in exchange for their final and absolute waiver of rights and
claims against MMAX Enterprises, et al., which might adversely impact the
continued pursuit of the MMAX business by the current owners. The current
owners obtained the assets through foreclosure and have been financing the
preservation and enhancement of the assets, along with new business, at their
sole cost and expense;
WHEREAS, certain former secured creditors of MMAX Enterprises, Inc.,
pursuant to the terms of a collateralized loan agreement entered into on
January 15, 2008, foreclosed on the assets previously held by MMAX
Enterprises, Inc. and took possession of the assets pursuant to non-judicial
foreclosure process, seizure of the assets, and entry into a settlement and
assignment agreement, which included a waiver of claims against MMAX
Enterprises, Inc., and its management. In addition to all of the assets
previously held by MMAX Enterprises, the secured creditors have invested
further sums in pursuit of the former MMAX Business and have invested in the
preservation of the assets, including but not limited to, payments for
trademark filings with the USPTO, payment of legal fees related to the
trademarks, costs of website maintenance and registration fees, costs for
preservation and storage of the video assets, and payments for continued
event promotion under the MMAX logo and brand name;
WHEREAS, a new investing group financed and paid for the video film
production and post production of the 1st season of the mixed martial arts
competition reality program entitled "Campeon Mmaximo" which was filmed in
Cuernavaca, Mexico in March of 2009 and funded entirely by a third party
financier. The "Campeon Mmaximo" project is in post-production and will be
ready for airing pending a distribution agreement being negotiated by the new
management team;
WHEREAS, Pubco is a publicly traded company which has its common stock
listed and trading on the OTC-BB under the trading symbol: "NEPR". Pubco
seeks to acquire the assets described above in exchange for cash or shares of
its common stock;;
WHEREAS, the Finance Group has agreed to transfer the Assets to Pubco
pursuant to a Purchase and Sale Agreement and has further agreed to invite
the former investors in MMAX Enterprises, Inc., to participate as
shareholders in the public company subject to the terms and conditions set
forth in this Agreement. Pubco is not assuming the debts or liabilities of
MMAX Enterprises, Inc., nor is it acquiring the Florida Corporation, which is
currently defunct, owes a substantial amount of money and has lost its assets
to secured creditors through foreclosure and assignment. This offer does not
constitute an admission by any party of liability for any claims, nor does it
constitute an obligation of Pubco, or any of the secured creditors, which are
making the offer based on their desire to include the former investors in
MMAX Enterprises, in the business opportunity, to buy their peace and to
settle finally and forever any possible claims that the Investors might
assert relating to the failed business of MMAX Enterprises, Inc.;
WHEREAS, the Investors, in consideration for the issuance of Pubco shares
(the "Legacy Shares") agree to waive and forgive all claims at law or equity
against any of the following, either collectively or individually: MMAX
Enterprises, Inc., its affiliates, officers, directors, representatives,
shareholders, employees, agents, brokers, Pubco, its affiliates, officers,
directors, representatives, shareholders, employees, agents, brokers, Xxxxxx
X. Xxxx, Esq., the Finance Group, and any other parties for any matter
relating to their investment in and the transaction relating to MMAX
Enterprises, Inc., subject to the following:
1. Proposed Transaction. Pubco, The Finance Group and others have entered
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into an agreement in principal where the following is to occur:
(a) The Investors, members of the Finance Group and others will acquire
shares in Pubco, an OTC bulletin board listed company.
(b) In consideration for $110,000, The Finance Group is to transfer to
Pubco the Assets free and clear of all liens or claims. The payment of
this sum may be deferred pending a subsequent closing event and in no
way will hinder the rights and or benefits to which the Investors shall
be contractually entitled or the waiver provided herein.
(c) Additional financing is being sought from an unaffiliated third
party in the minimum amount of $1,000,000 and a proposed maximum of $2
million. There can be no assurance that this additional investment will
occur, or if it does occur, that it will be on terms favorable or
acceptable to Pubco, and/or the Investors. The terms of this Agreement
do not require that any additional investment will be made by any party,
including the Investors, but the business plan of Pubco does require
additional capital investment for the business to succeed.
(d) Giving effect to items (a) through (c) above, the proposed
capitalization will be as shown on Schedule B, attached hereto.
(e) Giving effect items (a) through (c) above, the Investors will be
issued Pubco shares as shown on Schedule A, attached hereto.
2. Representations and Warranties by Pubco. To induce the Investors to
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participate in this Agreement, Pubco represents and warrants that at the
time of closing:
(a) Pubco is duly registered as a Nevada corporation and has the power
and authority to enter into this transaction and to engage in business
in those states where it is qualified.
(b) The current capitalization of Pubco consists of 3,375,000 shares of
common stock issued and outstanding, of which 3,100,000 shares area
"control block" of restricted securities held of record by a single
controlling shareholder. This existing control block shall be partially
retired and transferred in order to set the share structure as provided
in Schedule B, attached hereto. Also, Pubco has a total of 872,690
shares of its Series A Callable Convertible Preferred Stock issued and
outstanding which are subject to conversion into common shares of Pubco
common stock at the ratio of 10 shares of common for each converted
share of Series A Preferred.
(c) At closing (and after giving effect to the retirement of shares
from the existing "Control Block"), there will be a total of 5,964,494
shares of common stock outstanding and 872,690 shares of preferred stock
outstanding. Except as set forth on Schedules A and B, there are no
options, warrants or other commitments to issue additional shares.
(d) At closing, Pubco will own the Assets free and clear of all claims
or liens.
(e) At closing, Pubco's shares will be listed for trading on the OTC
Bulletin Board and there shall have been no (e)'s for late filings.
(f) All filings made by Pubco with SEC are true and correct in all
material respects.
(g) Except for minor obligations related to its reporting status and
normal operating expenses, Pubco shall have no liabilities and it shall
own the Assets all as shown on Pubco's financial statements filed with
the SEC.
(h) Copies of Pubco's Bylaws and Articles of Incorporation are
available on the SEC XXXXX website and the execution of this Agreement
does not violate the bylaws or articles or any other agreement to which
Pubco is a party.
(i) There are not third party consents necessary to authorize or
approve this transaction and other than approval of the Board of
Directors, no shareholder vote is necessary.
(j) At closing, the Pubco shares to be delivered to the Investors will
be duly issued, fully paid and non assessable.
3. Pubco specifically advises the Investors that it will require
significant additional capital investment in the form of equity, debt or
hybrid securities. The sale of these securities by Pubco will necessarily
dilute the ownership interest of the Investors. All Investors are advised
that Pubco cannot predict with any certainty the availability of additional
financing or the terms upon which such financing may be available to Pubco,
if at all, and that as a result, Investors may face substantial dilution to
their ownership interest.
4. Representation and Warranties of Investor. To induce Pubco to enter
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into this transaction, the Investors represent and warrant, severally, but
not jointly, as follows:
(a) They have the power and authority to enter into this Agreement.
(b) They have made loans or equity investments to MMAX as shown on
Schedule B (the "Investments").
(c) Provided the Proposed Transaction closes substantially in the form
described in Item 1 hereof, the Investors will waive all claims to MMAX
or the Assets and will accept in full consideration thereof the Pubco
shares on ___________, 2010.
(d) Investor acknowledges that Investor understands that Pubco will
require significant additional capital investment in the form of equity,
debt or hybrid securities and that the sale of these securities by Pubco
will necessarily dilute the ownership interest of the Investors.
(e) The Investors understand that the Pubco shares are "restricted
shares" as that term is defined by the federal securities laws and will
have a legend affixed to the stock certificate substantially in the
following form, thereby restricting the sale of such shares for a
statutory minimum period of time:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED
UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH
RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE
UNDER THE SECURITIES ACT.
(f) The Investor acknowledges that he has had access to all information
concerning the Proposed Transaction and has had an opportunity to ask
question of the Pubco principals.
(g) The Investor is an accredited investor as defined by the federal
securities laws.
5. Conditions Precedent to Investors' Obligations to Close.
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(a) The Proposed Transaction shall have closed on or before _________,
2010.
(b) All of Pubco's representations and warranties are true and correct.
6. Conditions Precedent to Pubco's Obligations.
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(a) The Proposed Transaction shall have closed on or before _______,
2010.
(b) All of Investor's representations and warranties are true and
correct.
Investors shall have executed a waiver of claims against Pubco and The
Finance Group.
[Signature Page to Follow]
Signature Page
IN WITNESS WHEREOF, the parties hereto, agreeing to be bound by the terms
and conditions set forth herein, have set their hand and seal as of this ____
day of __________, 2010.
"PUBCO"
NEVADA PROCESSING SOLUTIONS, INC.
/s/ J. Xxxx Xxxxxx
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By: J. Xxxx Xxxxxx
Its: President
"INVESTOR"
_______________________________ ________________________________
Name (Please Print) Name of Joint Investor, If Any
_______________________________ ________________________________
Signature Signature
_______________________________ ________________________________
Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx
_______________________________ ________________________________
City, State, and Zip Code City, State, and Zip Code
_______________________________ ________________________________
SS # for share issuance SS # for share issuance
"FINANCE GROUP"
By:_____________________________
Xxxxxx X. Xxxx, Esq., Attorney and authorized Signatory
