ASSET PURCHASE AGREEMENT
AGREEMENT,
effective as of August 7,
2007 among Pacificap Entertainment Holdings, Inc., a Nevada corporation with
offices at 0000 Xxxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxxxxxxxx 00000
("Pacificap"), and The Motion Picture Group, Inc., a Florida corporation with
offices at 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 ("MPRG").
RECITALS
A. Pacificap
is the issuer of $2,500,000 worth of Secured Convertible Notes held by New
Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore,
Ltd. and AJW Partners, LLC and attached hereto as Composite Exhibit “A” (the
“Notes”)
B. Pacificap
is the owner of certain rights to distribute or otherwise exploit the film
“American Cannibal” pursuant to the terms of that certain Distribution Rights
Agreement, dated September 22, 2006 and attached hereto as Exhibit “B” (the
“Distribution Agreement”).
C. MPRG
desires to acquire ownership and distribution rights to “American Cannibal” (the
“Asset”) and as consideration therefore, agrees to assume the
Notes.
D. Pacificap
desires to sell “American Cannibal” to MPRG in exchange for MPRG assuming the
Notes.
NOW,
THEREFORE, in
consideration of the mutual representations, warranties, covenants and
agreements herein set forth, the parties hereto hereby agree as
follows:
1. Sale
of Assets. Subject to the terms and conditions of this
Agreement, at the closing under this Agreement (the "Closing"), Pacificap shall
sell, convey, assign, transfer and deliver to MPRG, and MPRG shall purchase,
acquire and accept from Pacificap, all of Pacificap’s right, title,
and interest to distribute or otherwise exploit the film “American Cannibal”
pursuant to the Distribution Agreement.
2. Purchase
Consideration. At Closing, in consideration of the purchase
and sale of the Asset, MPRG shall assume the Notes (the “Purchase
Consideration”).
It
is
expressly understood that neither party shall not assume, pay, or be liable
for
any liability or obligation of the other party of any kind or nature, at any
time existing or asserted, whether, known, unknown, fixed, contingent or
otherwise, not specifically assumed and disclosed herein.
3. Closing.
3.1 Place
and Time. The Closing shall take place at the offices of
Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx
Xxxx
00000, at 10:00 a.m. on August 7, 2007, or at such other time or place as MPRG
and Pacificap may mutually agree as may be evidenced by their effecting the
Closing (the "Closing Date").
3.2 Deliveries
by Pacificap. At the Closing, Pacificap shall deliver the
following to MPRG:
(a) The
Asset, including without limitation all books and records related thereto and/or
the rights to take possession thereof.
(b) Such
deeds, bills of sale, assignments and other instruments of conveyance and
transfer, and such powers of attorney, as shall be effective to vest in MPRG
title to or other interest in, and the right to full custody and control of,
the
Asset, free and clear of all liens, charges, encumbrances and security interests
whatsoever, including, but not limited to, the Xxxx of Sale attached hereto
as
Exhibit 3.2(b).
(c) All
other documents, certificates, instruments or writings reasonably required
by
MPRG to be delivered by Pacificap at or prior to the Closing pursuant to this
Agreement.
(d) A
waiver from New Millennium Capital Partners II, LLC, AJW Qualified Partners,
LLC, AJW Offshore, Ltd. and AJW Partners, LLC regarding the assumption of the
Notes by MPRG.
3.3 Deliveries
by MPRG. At the Closing, MPRG shall deliver the following to
Pacificap:
(a) The
Purchase Consideration evidenced by a board resolution of MPRG authorizing
the
assumption of the Notes, which resolution will require that the Notes be
reissued by MPRG, in the same form and under the same terms as the original
Notes, and be delivered to the debt holders within fifteen (15) days
of the Closing.
(b) All
other documents, certificates, instruments or writings reasonably required
by
Pacificap to be delivered by MPRG at or prior to the Closing pursuant to this
Agreement.
3.4 Proceedings. All
proceedings that shall be taken and all documents that shall be executed and
delivered by the parties on the Closing Date shall be deemed to have been taken
and executed simultaneously, and no proceeding shall be deemed taken nor any
documents executed or delivered until all have been taken, executed and
delivered.
3.5 Conditions
to MPRG's Obligations. The obligations of MPRG to effect the
Closing shall be subject to the satisfaction at or prior to the Closing of
the
following conditions, any one or more of which may be waived by
MPRG:
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(a)
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There
shall not be in effect any injunction, order, or decree of a court
of
competent jurisdiction that prohibits or delays consummation of any
or all
of the transactions contemplated in this Agreement nor shall any
proceeding seeking any of the foregoing have been
commenced.
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(b)
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The
representations and warranties of Pacificap set forth in this Agreement
shall be true and correct in all material respects as of the date
of this
Agreement and as of the Closing Date as though made at such
time.
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(c)
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Pacificap
shall have performed and complied in all material respects with this
Agreement and shall have performed and complied with all conditions
to
Closing by it prior to or at the
Closing.
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(d)
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MPRG
shall have received a certificate to the effect set forth in clauses
(b)
and (c) above signed by Pacificap.
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3.6 Conditions
to Pacificap's Obligations. The obligations of Pacificap to
effect the Closing shall be subject to the satisfaction at or prior to the
Closing of the following conditions, any one or more of which may be waived
by
Pacificap:
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(a)
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There
shall not be in effect any injunction, order, or decree of a court
of
competent jurisdiction that prohibits or delays the consummation
of any or
all of the transactions contemplated herein nor shall any proceeding
seeking any of the foregoing have been
commenced.
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(b)
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The
representations and warranties of MPRG set forth in this Agreement
shall
be true and correct in all material respects as of the date of this
Agreement and as of the Closing Date as though made at such
time.
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(c)
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MPRG
shall have performed and complied in all material respects with the
this
Agreement and shall have performed and complied with all conditions
to
Closing by it prior to or at the
Closing.
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(d)
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Pacificap
shall have received a certificate to the effect set forth in clauses
(b)
and (c) above signed by MPRG.
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4. Representations
and Warranties of Pacificap. Pacificap hereby represents and
warrants to MPRG as follows:
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4.1
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No
Conflicts.
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(a) Pacificap
has the right, power, authority and capacity to execute and deliver this
Agreement and to perform its obligations under this Agreement.
(b) Neither
the execution, delivery, or performance of this Agreement by Pacificap, nor
the
consummation by Pacificap of the transactions contemplated hereby, will directly
or indirectly (with or without notice or lapse of time or both):
(i) contravene,
conflict with, or result in a violation or breach of (A) any legal requirement
or any governmental order to which Pacificap or any of the properties or assets
owned or used by Pacificap may be subject, or (B) any authorization, license
or
permit of any governmental authority, including any private investigatory
license or other similar license, which is held by Pacificap or that otherwise
relates to the business of, or any of the assets owned or used by
Pacificap;
(ii) result
in a violation or breach of or constitute a default, give rise to a right of
termination, cancellation or acceleration, create any entitlement to any payment
or benefit or require the consent or approval of or any notice to or filing
with
any third party under any contract to which Pacificap is a party or to which
its
properties or assets may be bound, or require the consent or approval of or
any
notice to or filing with any governmental authority to which Pacificap or its
properties or assets may be subject; or
(iii) result
in the imposition or creation of any encumbrance upon or with respect to any
of
the properties or assets owned or used by Pacificap.
4.2 No
Undisclosed
Liabilities. Pacificap
has no material liabilities or obligations of any nature (whether absolute,
accrued, contingent, or otherwise) with respect to the Asset being purchased
by
MPRG.
4.3 Compliance
with Law; Governmental Authorizations. To the best of Pacificap’s
knowledge, Pacificap is in compliance with all federal, state and local laws,
authorizations, licenses and permits of any governmental authority and all
governmental orders affecting the properties and assets of Pacificap, including
federal, state and local: (i) Occupational Safety and Health Laws; (ii) private
investigatory and other similar laws; (iii) the Fair Credit Reporting Act and
similar state and local laws; and (iv) laws regarding or relating to trespass
or
violation of privacy rights. Pacificap has not been charged with
violating, nor to the knowledge of Pacificap, threatened with a charge of
violating, nor, to the knowledge of Pacificap, is Pacificap under investigation
with respect to a possible violation of any provision of any federal, state
or
local law relating to any of, properties or assets.
4.4 Effect
of Agreement. This Agreement has been duly executed and delivered
by Pacificap, and along with such other agreements and instruments to be
executed by Pacificap pursuant hereto, when so duly executed and delivered,
will
constitute, legal, valid and binding obligations of Pacificap, enforceable
in
accordance with their respective terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization, receivership, moratorium
or
other similar laws relating to or affecting the rights of creditors generally
and by general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
4.5 Broker's
Fees. Pacificap has not employed any broker or finder or incurred
any liability for any broker's fees, finder's fees, or commissions in connection
with this Agreement or the transactions contemplated herein.
4.6 Disclosure. No
representation or warranty by Pacificap in this Agreement, nor in any
certificate, schedule or exhibit delivered or to be delivered pursuant to this
Agreement contains or will contain any untrue statement of material fact, or
omits or will omit to state a material fact necessary to make the statements
herein or therein, in light of the circumstances under which they were made,
not
misleading.
4.7 Title
to Assets. After giving effect to the transactions contemplated
by this Agreement, MPRG will have good and valid title to the Asset, free and
clear of all, liens, encumbrances, restrictions, security interests, mortgages,
and claims (including any related to duty or customs).
4.8 Legal
Proceedings. There is no pending claim, action, investigation,
arbitration, litigation, suit or other proceeding (“Proceeding”):
(a) that
has been commenced
by or against Pacificap or that otherwise relates to or may affect the business
of, or any of the properties or assets owned, held or used by, Pacificap;
or
(b) that
challenges, or
that may have the effect of preventing, delaying, making illegal, or otherwise
interfering with, any of the transactions contemplated hereby.
To
the knowledge of Pacificap, (A) no
such Proceeding has been threatened, and (B) no event has occurred or
circumstance exists that may give rise to or serve as a basis for the
commencement of any such Proceeding.
5. Representations
and Warranties of MPRG. MPRG hereby represents and warrants
to Pacificap as follows:
5.1 Effect
of Agreement. This Agreement has been duly executed and delivered
by MPRG, and along with such other agreements and instructions to be executed
by
MPRG pursuant hereto, when so duly executed and delivered, will constitute,
legal, valid and binding obligations of MPRG, enforceable against MPRG in
accordance with their terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws relating to or affecting the rights of creditors generally and
by
general equity principles (regardless of whether such enforcement is considered
in a proceeding in equity or at law).
5.2 Knowledge. MPRG
has not relied on any representations or warranties of Pacificap, or
any agent of any Pacificap, whether implied or otherwise, other than those
expressly made by Pacificap in this Agreement, in making its determination
to
enter into and consummate this Agreement.
5.3 Broker's
Fees. MPRG have not employed any broker or finder or incurred any
liability for any broker's fees, finder's fees, or commissions in connection
with this Agreement or the transactions contemplated herein.
6. Pre-Closing
Covenants.
6.1 Compliance
with Conditions. The parties hereto shall use their best efforts
to cause the Closing to be consummated and to cause the execution and delivery
of the documents referred to in Section 3 hereof and to bring about the
satisfaction of the conditions to the obligations of the parties hereto set
forth in Section 3, herein.
6.2 Update
of Exhibits. From and after the date hereof and up to the Closing
Date, the parties hereto shall update the exhibits to this Agreement to the
extent necessary to make such exhibits true and accurate as of the Closing
Date
and shall deliver copies of such updated exhibits to MPRG or Pacificap, as
the
case may be, immediately upon their preparation.
6.3 Consents. From
and after the date hereof, the parties hereto shall use their best efforts
to
obtain all of the certificates, authorizations, consents or approvals required
as set forth in Section 3 hereof. Evidence of such certificates,
authorizations, consents or approvals shall be delivered to MPRG or Pacificap,
as the case may be, on or prior to the Closing.
6.4 Business
Practices. From and after the date hereof and up to the Closing
Date, Pacificap shall continue to run the business of Pacificap in a manner
consistent with past business practices including the satisfaction of all of
its
then current obligations.
7. Indemnifications
by Pacificap and MPRG.
7.1 Indemnification
by Pacificap. Pacificap shall indemnify and hold harmless MPRG
and shall reimburse MPRG for any loss, liability, claim, damage, expense
(including, without limitation, costs of investigation and defense and
reasonable attorney's fees) or diminution of value (collectively, "Damages")
arising from or in connection with:
(a) any
inaccuracy in any of the representations and warranties of Pacificap in this
Agreement or in any certificate delivered by Pacificap pursuant to this
Agreement, or any actions, omissions or statement of facts inconsistent with
any
such representation or warranty (for purposes of this clause (a), each schedule
and exhibit to this Agreement shall be deemed a representation and
warranty);
(b) any
failure by Pacificap to perform or comply with any agreement made by it under
this Agreement;
(c) any
operations or business conducted, commitment made, service rendered or condition
existing or any action taken or omitted by or on behalf of Pacificap, except
for
any claims for which MPRG is required to indemnify Pacificap pursuant to Section
7.2 herein;
(d) any
claim by any person for brokerage or finder's fees or commissions or similar
payments based upon any agreement or understanding alleged to have been made
by
any such person with Pacificap (or any person acting on its behalf) in
connection with any of the transactions contemplated herein; and
(e) Pacificap's
failure to comply with the "Bulk Sales Laws" under the Uniform Commercial
Code;
provided,
however, that (i) Pacificap shall have no obligation to indemnify MPRG
for Damages until the aggregate Damages exceed $20,000 and, in such event,
for
the full amount of such Damages, (ii) Pacificap's aggregate liability for
Damages shall in no event exceed the Purchase Consideration, and (iii) Pacificap
shall have no obligation to indemnify MPRG for any claims made by MPRG under
this Section 7.1 after eighteen (18) months after the Closing Date.
7.2 Indemnification
by MPRG. MPRG shall indemnify and hold harmless Pacificap, and
shall reimburse Pacificap for any Damages arising from or in connection
with:
(a) any
inaccuracy in any of the representations and warranties of MPRG in this
Agreement or in any certificate delivered by MPRG pursuant to this Agreement,
or
any actions, omissions or statement of facts inconsistent with any such
representation or warranty (for purposes of this clause (a), each schedule
and
exhibit to this Agreement shall be deemed a representation and
warranty);
(b) any
failure by MPRG to perform or comply with any agreement made by it under this
Agreement; and
(c) any
claim by any person for brokerage or finder's fees or commissions or similar
payments based upon any agreement or understanding alleged to have been made
by
such person with MPRG (or any person acting on its behalf, regardless of whether
such person purported to act on behalf of Pacificap) in connection with any
of
the transactions contemplated in this Agreement;
provided,
however, that (i) MPRG shall have no obligation to indemnify Pacificap
for Damages until the aggregate Damages exceed $20,000 and, in such event,
for
the full amount of such Damages, (ii) MPRG's aggregate liability for Damages
shall in no event exceed the Purchase consideration, and (iii) MPRG shall have
no obligation to indemnify Pacificap for any claims made by any Pacificap under
this Section 7.2 after eighteen (18) months after the Closing Date.
7.3 Procedure
for Indemnification. Promptly after receipt by an indemnified
party under Section 7.1 or 7.2 hereof of notice of the commencement of any
action or assertion of any claim, such indemnified party shall, if a claim
in
respect thereof is to be made against an indemnifying party under such Section,
give notice to the indemnifying party of the commencement or assertion thereof,
but the failure so to notify the indemnifying party shall not relieve it of
any
liability that it may have to any indemnified party except to the extent the
indemnifying party demonstrates that the defense of such action is materially
prejudiced thereby. If any such action shall be brought against an
indemnified party and it shall give notice to the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, to assume the defense thereof
with counsel satisfactory to such indemnified party and, after notice from
the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under such Section for any fees of other counsel or any other expenses,
in
each case subsequently incurred by such indemnified party in connection with
the
defense thereof, other than reasonable costs of investigation. If an
indemnifying party assumes the defense of such an action:
(a) no
compromise or settlement thereof may be effected by the indemnifying party
without the indemnified party's consent which shall not be unreasonably withheld
unless (i) there is no finding or admission of any violation of law or any
violation of the rights of any person and no effect on any other claims that
may
be made against the indemnified party and (ii) the sole relief provided is
monetary damages that are paid in full by the indemnifying party;
and
(b) the
indemnifying party shall have no liability with respect to any compromise or
settlement thereof effected without its consent. If notice is given
to an indemnifying party of the commencement of any action and it does not,
within ten (10) business days after the indemnified party's notice is given,
give notice to the indemnified party of its election to assume the defense
thereof, the indemnifying party shall be bound by any determination made in
such
action or any compromise or settlement thereof effected by the indemnified
party. Notwithstanding the foregoing, if an indemnified party
determines in good faith that there is a reasonable probability that an action
may materially and adversely affect it or its affiliates other than as a result
of monetary damages, such indemnified party may, by notice to the indemnifying
party, assume the exclusive right to defend, compromise or settle such action
at
its cost or expense, but the indemnifying party shall not be bound by any
determination of an action so defended or any compromise or settlement thereof
effected without its consent (which shall not be unreasonably
withheld).
8. Miscellaneous.
8.1 Bulk
Sales Laws: The parties hereto hereby agree to waive compliance
with "Bulk Sales Laws" under the Uniform Commercial Code and the related notice
provisions thereof.
8.2 Survival. All
representations, warranties and agreements contained in this Agreement or in
any
certificate delivered pursuant to this Agreement shall survive eighteen (18)
months after Closing.
8.3 Waivers
and Amendments.
(a) This
Agreement may be amended, modified or supplemented only by a written instrument
executed by the parties hereto. The provisions of this Agreement may
be waived only by an instrument in writing executed by the party granting the
waiver. No action taken pursuant to this Agreement, including without
limitation, any investigation by or on behalf of any party, shall be deemed
to
constitute a waiver by the party taking such action of compliance with any
representation, warranty, covenant or agreement contained herein. The
waiver by any party hereto of a breach of any provision of this Agreement shall
not operate or be construed as a further or continuing waiver of such breach
or
as a waiver of any other or subsequent breach.
(b) No
failure on the part of any party to exercise, and no delay in exercising any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of such right, power or remedy by such party
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy. All remedies hereunder are cumulative and are
not exclusive of any other remedies provided by law.
8.4 Fees
and Expenses. Each party shall be responsible for its respective
fees and expenses incurred in connection with this transaction.
8.5 Notices. All
notices, requests, demands and other communications that are required or may
be
given under this Agreement shall be in writing and shall be deemed to have
been
duly given or made: if by hand, immediately upon delivery; if by
telex, telecopier, telegram or similar electronic device, immediately upon
sending, provided it is sent on a business day, but if not, then immediately
upon the beginning of the first business day after being sent; if by Federal
Express, Express Mail or any other overnight delivery service, on the first
business day after dispatch; if by registered or certified mail, return receipt
requested, upon receipt by the addressee. All notices, requests and
demands are to be given or made to the parties at the following addresses (or
to
such other address as either party may designate by notice in accordance with
the provisions of this paragraph):
If
to
Pacificap: 0000
Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx,
Xxxxxxxxxx 00000
Attn:
Xxxx Xxxxxxxxxx
Telephone:
(000) 000-0000
With
a copy
to: Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
00
Xxxxxxxx, 00xx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx
Xxxxxxx,
Esq.
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
If
to
MPRG: 000
Xxxxxxxxx Xxxxxx
Xxxxxxxx,
XX 00000
Attn: Xxxxx
Xxxxxxxx, Chief
Executive Officer
Telephone: (000)
000-0000
Facsimile: (000)
000-0000
With
a copy
to: Xxxx
Xxxxxxxxx, Esq.
Xxxxxx
&
Xxxxxxxxx,
LLP
000
Xxxxxxx Xxxxxx, Xxxxx
000
Xxxxxx
Xxxx,
XX 00000
Telephone: (000)
000-0000
Facsimile: (000)
000-0000
8.6 Entire
Agreement. This Agreement and the schedules and exhibits hereto
set forth the entire agreement and understanding between the parties hereto
with
respect to the subject matter hereof and supersede any prior negotiations,
agreements, letters of intent, understandings or arrangements between the
parties hereto with respect to the subject matter hereof.
8.7 Binding
Effect, Benefits, Construction. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors. Nothing in this Agreement, expressed or implied, is
intended to confer on any person other than the parties hereto, or their
respective successors, any rights, remedies, obligations or liabilities under
or
by reason of this Agreement.
8.8 Non-Assignability. This
Agreement and any rights pursuant hereto shall not be assignable by any party
hereto without the prior written consent of the other party.
8.9 Arbitration.
The parties hereto shall attempt to resolve any dispute, controversy, difference
or claim arising out of or relating to this Agreement by negotiation in good
faith. If such good negotiation fails to resolve such dispute,
controversy, difference or claim within fifteen (15) days after any party
delivers to any other party a notice of its intent to submit such matter to
arbitration, then any party to such dispute, controversy, difference or claim
may submit such matter to arbitration with the American Arbitration Association
in the City of New York, New York.
8.10 Applicable
Law, Venue, Jurisdiction. All questions concerning the
construction, validity, enforcement and interpretation of the Agreement shall
be
governed by and construed and enforced in accordance with the internal laws
of
the State of New York, without regard to the principles of conflicts of law
thereof. Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the City of
New
York. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York,
borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is improper
or inconvenient venue for such proceeding. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by
law. The parties hereby waive all rights to a trial by
jury. If either party shall commence an action or proceeding to
enforce any provisions of the Agreement, then the prevailing party in such
action or proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.
8.11 Section
and Other Headings. The section and other headings contained in
this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.
8.12 Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
IN
WITNESS WHEREOF,
MPRG and Pacificap have caused this Agreement to be signed by their duly
authorized respective officers all as of the date first written
above.
PACIFICAP: Pacificap
Entertainment Holdings, Inc., a Nevadacorporation
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By:
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/s/ Xxxx Xxxxxxxxxx | ||
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Name:
Xxxx Xxxxxxxxxx
Title:
President
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MPRG: The
Motion Picture Group, Inc., a Florida Corporation
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By:
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/s/ Xxxxx Xxxxxxxx | ||
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Name: Xxxxx
Xxxxxxxx
Title: Chief
Executive Officer
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Exhibit
A
Assets
Exhibit
3.2(b)
XXXX
OF SALE
WHEREAS,
Pacificap Entertainment
Holdings, Inc., a Nevada corporation ("Pacificap"), and The Motion Picture
Group, Inc.., a Florida corporation ("MPRG"), have entered into an Asset
Purchase Agreement, dated August 7, 2007 (the "Agreement"), pursuant to which
Pacificap has agreed to sell to MPRG, and MPRG have agreed to purchase from
Pacificap the "Asset" (as defined in the Agreement);
NOW,
THEREFORE, Pacificap, for good and
valuable consideration paid to it, and pursuant to the provisions of the
Agreement, which are hereby incorporated by reference herein, have granted,
bargained, sold, conveyed, assigned, released, transferred and delivered, and
by
these presents do grant, bargain, sell, convey, assign, release, transfer and
deliver unto MPRG, its successors and assigns, to have and hold the same
forever, the Asset.
Pacificap,
for itself and its
successors and assigns, does hereby convey to MPRG good and marketable title
to
the Asset, free and clear of all liens, liabilities, claims and encumbrances,
except as may have been created by MPRG, and do for its successors and assigns
covenant and agree to warrant and defend the sale of the Asset to MPRG, its
successors and assigns, against all and every person.
No
other warranty or representation,
except as expressly made by Pacificap in the Agreement or in this Xxxx of Sale,
is made by Pacificap, nor shall any be implied.
IN
WITNESS WHEREOF, Pacificap has
caused this instrument to be executed by its duly authorized officer this
____day of August, 2007, to become effective on the date hereof.
PACIFICAP
ENTERTAINMENT HOLDINGS,
INC.
A
Nevada Corporation
By:
Name:
Title:
THE
MOTION PICTURE GROUP, INC.
A
Florida Corporation
By:
Name: Xxxxx
Xxxxxxxx
Title: Chief
Executive Officer
EXHIBIT
3.2(d)
WAIVER
