Exhibit 10.1
STOCK ACQUISITION-DISTRIBUTION AGREEMENT
between
SUNRISE MEDIA GROUP, INC.
and
GLOBAL MEDICAL PRODUCTS HOLDINGS, INC.
The parties, consisting of Global Medical Products Holdings, Inc. ("Global"), a
Nevada Corporation, and Sunrise Media Group, Inc. ("SMG"), a Nevada corporation,
on the 17th day of March, 2004, enter into this Stock Acquisition-Distribution
Agreement whereby the parties set out their benefits, obligations and
understandings follows:
BACKGROUND RECITALS
WHEREAS, Global is a Nevada corporation, operating as a public company (trading
symbol: "GMDP"), whose common stock is traded on the pink sheets, and who is
interested in entering into an Agreement to acquire certain interests in SMG in
order to accomplish certain of its business goals, objectives and purposes, and
WHEREAS, SMG is a Nevada corporation, operating as a private company, whose
common stock is closely held, holding certain valuable assets primarily
identified as the "media library" and who is interested in becoming a
publicly-traded entity by distributing a percentage of its stock to the
shareholder base of Global in exchange for Global causing SMG to be listed in
the Pink Sheets, thereby becoming a publicly-traded stock, and then
expeditiously in due course applying for a listing on the Bulletin Board stock
exchange, and
WHEREAS, SMG is able to authorize and issue such classes of stock as are
necessary to carry out the further terms of this Agreement, and
WHEREAS, upon receipt of such shares of SMG, Global will redistribute such
shares to its respective shareholders as a dividend, thereby causing SMG to then
be a publicly-traded company.
NOW THEREFORE, for valuable consideration exchanged and acknowledged, and on the
basis of the mutual promises and covenants contained herein which are binding
and enforceable, the parties agree to the following provisions:
1. Incorporation of Recitals. The foregoing Background Recitals
are incorporated by reference into the body of this Agreement,
and are equally as binding on the parties as the other
provisions hereof.
2. Effective date. The effective date of this Agreement is the
date set out above in the first paragraph of this Agreement.
3. Essential Purpose of Transaction. The essential purpose of the
transaction set out in this Agreement is to accomplish the
distribution of 25 % of the issued and outstanding shares of
SMG by Global, in two classes of stock, common and preferred,
as a dividend to the shareholders of Global (in accordance
with procedures set out in this Agreement), thereby rendering
Sunrise Media Group, Inc. a publicly traded company, in
exchange for the use of the shareholder list of Global.
4. Representations and Obligations of SMG. SMG, in the context of
this Agreement, makes the following representations:
a. It will assign all its right, title and interest in
and to that certain inventory described as "media
library" in connection with the objectives of this
Agreement.
b. It has or will form a privately-held corporation,
incorporated under the laws of the state of Nevada,
in order to fulfill the essential terms of this
Agreement.
c. It will tender to Global financial statements from
inception (8-18-03) to March 31, 2004, certified
under GAAP accounting principles by an independent
and qualified certified public accountant.
d. It will have the power, ability and willingness to
timely perform whatever acts and deeds are required
in order to accomplish the objectives of this
Agreement, including, but not limited to, the
creation of adequate Articles of Incorporation,
Bylaws, and/or any other documents of charter or
operation, to include a class of preferred shares,
where the majority of such preferred shares, as a
unit, will always (until later limited under law
through appropriate principles legally and properly
applied) represent fifty-one percent (51%) of the
total voting power of SMG.
e. It will have the power, ability and willingness to
establish its Articles of Incorporation so as to have
authorized common shares in the amount of 60 million
shares of common stock and ten shares of preferred
stock, so that, upon full implementation of this
Agreement, the proposed issued and outstanding number
of shares will equal 20 million shares of common plus
ten shares of preferred stock.
f. It will timely retain and utilize the services of
Global's stock transfer agent, Interstate Transfer
Company, Salt Lake City, Utah.
g. In order to carry out the provisions, terms and
conditions of this Agreement, it will timely act or
cause all necessary transactions required by its
Board of Directors and/or its management.
h. SMG represents that it shall contribute or cause to
be contributed to the to-be-formed corporation the
following assets owned or controlled by SMG:
(1.) 100% of its right, title and interest in
the media library as above described.
5. Representations and Obligations of Global.
a. It is a publicly-traded Nevada Corporation in good
standing whose shares are currently trading on the
"pink sheets."
b. It has the power, ability and willingness to timely
distribute the stock of SMG to its public
shareholders, proportionately, by means of a dividend
to each individual shareholder of Global, thereby
rendering SMG a publicly-traded corporation.
c. It will cooperate and assist, to the maximum degree
possible, SMG in the preparation and filing with the
Securities and Exchange Commission a Form 10
disclosure document which is necessary for SMG to
achieve a public trading status and to assist in
identifying market-maker arrangements for SMG trading
in its common stock.
d. In order to carry out the provisions, terms and
conditions of this Agreement, it will timely act or
cause all necessary transactions required by its
Board of Directors or its management.
e. It will cause The EMCO/Hanover Group, Inc. to prepare
a valuation report as a part of SMG's requirements
under Section 15C-211 of the SEC Act.
6. Consideration. Global shall fulfill its obligations and duties
hereunder by timely providing, as consideration acknowledged,
its shareholder list and by issuing the SMG shares to said
Global shareholders under the procedures as described herein,
and use its best efforts to accelerate such distribution to a
record date of April 9, 2004, with distribution to take place
not more than 90 days thereafter, in connection with the
implementation of this Agreement. SMG shall, in a timely
manner, pursuant to the within Agreement, cause its
incorporation, cause the requisite classes of stock to be
issued to Global, and distributed hereunder in accordance with
the terms and conditions of this Agreement.
7. Entire Agreement, Severability and Governing Law. This
Instrument constitutes the entire Agreement of the two
Corporations who are parties hereto, and correctly sets forth
the rights, duties and obligations of each party to the other.
Any prior agreements, negotiations, promises, or
representations concerning the subject matter of the Agreement
not expressly set forth in this Agreement are of no force or
effect. Severability: If any provision in unenforceable or
invalid for any reason, the remaining provisions shall be
unaffected by such a holding and shall remain in full force
and effect. Governing Law: This Agreement shall be construed
according to the laws of Nevada.
8. Necessary Acts and Timeliness. All parties to this Agreement
will perform any acts, including executing any documents, that
may be reasonably necessary to fully carry out the provisions
and intent of this Agreement. Time is of the essence of this
Agreement.
Agreement entered into this 17th day of March, 2004.
SUNRISE MEDIA GROUP, INC.:
/s/ Xxxxxxx Xxxxxxxx
--------------------------------
Xxxxxxx Xxxxxxxx, President
GLOBAL MEDICAL PRODUCTS HOLDINGS, INC.:
/s/ Xxxxxxx X. Xxxxx
--------------------------------
Xxxxxxx X. Xxxxx, President
