STOCK REPURCHASE AGREEMENT
This
Stock Repurchase Agreement (this “Agreement”) is made and entered into effective
as of December 12, 2007, by and between Red Carpet Entertainment, Inc., a Nevada
corporation (the “Company”), and Xxxxxxxxxxx Xxxxxxx and Xxxxx Xxxxxxx
(collectively, the “Stockholder”).
WHEREAS,
the Stockholder is the record and beneficial owner of a total of 20,707,500
shares (the “Shares”) of the Company’s common stock (post- 8.25-for-1 forward
stock split), par value $0.001 per share (the “Common Stock”);
WHEREAS,
the Board of Directors of the Company has approved a proposed short-form merger
agreement (the “Other Agreement”), pursuant to which the Company shall merge
with its wholly-owned subsidiary, which Venture Beverage Company, a Nevada
corporation, previously merged into; and
WHEREAS,
the Stockholder desires to sell to the Company and the Company desires to
purchase from Stockholder all of the Shares for an aggregate purchase price
of
Sixty Thousand U.S. Dollars (US$60,000.00) (the “Purchase Price”).
NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual agreements
set forth herein, the parties hereto agree as follows:
| 1. |
Purchase
of Shares.
Upon the terms and subject to the conditions set forth in this Agreement,
at Closing, Stockholder shall sell, transfer and deliver to the Company,
and the Company shall purchase and accept from Stockholder, all of
the
Shares, free and clear of any and all charges, mortgages, pledges,
security interests, restrictions, claims, liens, encumbrances or
exceptions to title of any kind (collectively, “Liens”). At the Closing,
Stockholder shall deliver to the Company the certificate or certificates
representing the Shares, duly executed for transfer, or accompanied
by
stock powers duly executed in blank (with a medallion guarantee or
such
other evidence of signature as the Company’s transfer agent may require)
transferring the Shares to the Company.
|
| 2. |
Payment
of Purchase Price.
At
the Closing, the Company shall pay to Stockholder the Purchase Price
in
good and immediately available funds.
|
| 3. |
Closing.
Subject to the satisfaction or waiver of the conditions set forth in
Section 5 of this Agreement (other than conditions with respect to
actions
to be taken at the Closing), the consummation of the transactions
contemplated hereby (the “Closing”) shall take place at the offices of the
Company or at such other place as the parties may mutually agree,
simultaneously with the consummation of the transactions contemplated
by
the Other Agreement or such other date as the parties may mutually
agree
(the “Closing Date”).
|
| 4. |
Representations
of Stockholder.
The Stockholder represents and warrants to the Company, as of the date
hereof and the Closing Date, that:
|
| a. | Stockholder has the legal capacity to execute, deliver and perform her obligations under this Agreement. This Agreement has been duly executed and delivered by Stockholder and is a valid and legally binding agreement of Stockholder enforceable against her in accordance with its terms. |
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| b. |
Stockholder
is the sole holder of record of the Shares, and is the beneficial owner
of
the Shares, free and clear of all Liens, and there exists no restriction
on the transfer of the Shares to the Company. Stockholder shall deliver
to
the Company at Closing good and marketable title to the Shares free
and
clear of all Liens.
|
| c. |
Stockholder
is not the record or beneficial holder of any shares of Common Stock
other
than the Shares.
|
| d. |
No
action has been taken by Stockholder that would give rise to a claim
against the Company for a brokerage commission, finder’s fee or other like
payment with respect to the transactions contemplated by this
Agreement.
|
| 5. |
Conditions
to Closing.
|
| a. |
The
obligations of Stockholder at Closing are subject to her receipt of
the
Purchase Price for the Shares.
|
| b. |
The
obligations of the Company at Closing are subject to its receipt of
the
certificate or certificates evidencing the Shares, duly endorsed in
blank
or accompanied by duly executed stock powers, with a medallion guarantee
or such other evidence of signature as the Company’s transfer agent may
require.
|
| 6. |
Governing
Law.
This Agreement shall be governed by, and construed in accordance with,
the
laws of the State of Nevada without regard to conflict-of-laws
rules.
|
| 7. |
Undertakings.
Each of Stockholder and the Company hereby agrees to take whatever
additional action and execute whatever additional documents may be
reasonably necessary or advisable in order to carry out or effect one
or
more of the provisions of this Agreement, including a change by the
Company of its corporate name.
|
| 8. |
Counterparts.
This Agreement may be executed in counterparts, each of which shall
be
deemed to be an original, but all of which together shall constitute
one
and the same instrument.
|
[Signatures
on Following Page]
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IN
WITNESS WHEREOF,
the
parties have executed this Stock Repurchase Agreement as of the day and year
first indicated above.
| /s/ Xxxxxxxxxxx Xxxxxxx | ||
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Xxxxxxxxxxx Xxxxxxx |
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| /s/ Xxxxx Xxxxxxx | ||
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Xxxxx Xxxxxxx |
||
|
RED CARPET ENTERTAINMENT, INC.,
a Nevada corporation
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| By: | /s/ Xxxxxxxxxxx Xxxxxxx | |
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Xxxxxxxxxxx Xxxxxxx, President |
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