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
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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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