LICENSING AGREEMENT BETWEEN EMAX MEDIA GROUP, INC., EMAX HOLDINGS CORPORATION AND ARTISTS INNOVATIONS, INC.
EXHIBIT
23.1
LICENSING
AGREEMENT BETWEEN
EMAX
MEDIA GROUP, INC., EMAX HOLDINGS CORPORATION
AND
ARTISTS
INNOVATIONS, INC.
_____________________
THIS
AGREEMENT is made and entered into as of the 17th day of April 2007, by and
between ARTISTS INNOVATIONS, INC., a Utah Company with its principal place
of
business located at ▇▇▇ ▇▇▇▇▇ ▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(hereinafter referred to as “ARTISTS INNOVATIONS") and EMAX MEDIA Group, Inc., a
company partly held by EMAX HOLDINGS CORPORATION., a Delaware Corporation with
its principal place of business located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter
referred to as "EMAX MEDIA").
WITNESSETH:
WHEREAS, ARTISTS
INNOVATIONS controls, for the purposes herein
stated, entertainment, technology and media intellectual property
rights and marketing rights to audio video, and game software master recordings
embodying the vocal and instrumental performances of the
recording artists (hereinafter sometimes jointly referred
to as "Artists") listed
on Exhibit "A" attached hereto
and incorporated herein by this
reference as (the
"Assets") for, among other things, the purpose of The non
exclusive rights to distribute, sell,
market and advertise in
the Territory, (herein described as the “World”), the
Assets , software, videos and Albums and other formats by all means including
but not limited to: wholesale distribution, direct to
consumer retailing and
electronic digital transmission via
the Internet; and transmitting the same electronically via the
so-called, "World Wide Web" via the Internet; and
WHEREAS,
EMAX MEDIA shall be at all times relevant during the term hereof in a position
to directly or indirectly provide marketing and distribution facilities for
sound recordings in and throughout the Universe (hereinafter referred to as
the
“Territory") for wholesale distributing, direct TV Sales, and
at live sports and concert events and "direct to consumer” basis via the
Internet and other means of electronic transmission; and
WHEREAS, the
Board of Directors and shareholders of ARTISTS INNOVATIONS and the Board of
Directors of EMAX
MEDIA have determined, subject to the terms and
conditions set forth in
this Agreement, that
the transaction contemplated hereby is
desirable and in the best interests of
their respective corporations. This Agreement
is being entered into for the purpose of setting forth the terms and conditions
of the proposed transaction.
NOW
THEREFORE, in consideration of the foregoing and of the mutual covenants and
promises hereinafter set forth, it is agreed:
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ARTICLE
I
ASSIGNMENT
OF MASTER SOUND RECORDING LICENSE
Section
1.1 License of
Master Recordings: ARTISTS INNOVATIONS hereby licenses non-
exclusively to EMAX MEDIA and EMAX MEDIA hereby accepts from ARTISTS
INNOVATIONS, for the term of this Agreement and for the
Territory only, the rights to market technologies, audio, video and
software media content master marketing rights to property assets technologies,
trademarks, brands names and other proprietary interests listed on Exhibit
"A"
(herein the "Masters") annexed hereto (and by this
reference incorporated herein) to
be commercially exploited by EMAX
MEDIA by means of traditionally marketing and
distributing the masters titles in cassettes, CD’s , DVD and all other media
format ; in addition to so-called
"downloading" and other forms of purely electronic transmission via the
Internet, throughout the Territory of the world
, and of commercially exploiting the same on a so-called
"direct to consumer" basis. EMAX MEDIA undertakes to use its best efforts and
all reasonable skill and ability in its distribution and marketing hereunder
throughout the Territory.
Section
1.2 Rights
Granted: Subject to the provisions of Section 1.1 hereof (and to the
other provisions of this Agreement), ARTISTS INNOVATIONS hereby grants to EMAX
MEDIA with regard to ARTISTS Innovation’s rights to market technologies, audio,
video and software media content master marketing rights, technologies,
trademarks, brands names and other proprietary interests; and the following
rights with respect to the Albums, DVD and cassettes:
(a) The non
exclusive rights to distribute, sell,
market and advertise in
the Territory the Master titles by all means including but
not limiting to the direct to consumer retailing,
wholesale distributing and
electronic digital transmission via
the Internet.
(b)
The
non-exclusive right to use in and throughout
the Territory the names
and likenesses of the Artists in
connection with
the advertising, publicizing or electronic
distribution of the Masters via the Internet as provided
for herein. Except as expressly provided for herein, ARTISTS INNOVATIONS or
third parties whose rights in and to the
same underlie those of ARTISTS
INNOVATIONS shall own and retain the
exclusive right to
exploit all artwork embodying the Artists' names and/or
likenesses hereunder (except as to those uses
and ownerships which are specifically granted to EMAX MEDIA
hereunder) and EMAX MEDIA shall have
no so-called "merchandising rights" (as that
term is commonly understood in
the phonograph record industry) in
and to the Artists' names, voices, likenesses,
or facsimile
signatures as a result of this
Agreement and the Artists' performances.
(c)
EMAX
MEDIA shall not use or in any way dispose of
any master recording supplied or caused to be supplied by
ARTISTS INNOVATIONS under this Agreement or
any reproduction thereof, other than in accordance with
the terms hereof.
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Section
1.3 Term: The
term of this Agreement shall commence as of May 2, 2007 and shall be perpetual
unless otherwise terminated as hereinafter provided for. (Hereinafter the
"Term").
Section
1.4
Consideration: In consideration of this Agreement and the rights licensed
hereunder, EMAX MEDIA shall cause to be issued an aggregate wherein the Company
shall cause to be issued an aggregate of 8,293,578 EMAX MEDIA GROUP, Inc. Shares
of Preferred Stock, with a stated value of $1.00 per share of its $0.000001
par
value preferred stock, and convertible into 103,885,000 shares of common stock
with a stated value of $.08 per share in EMAX Holdings Corporation to ARTISTS
INNOVATIONS. EMAX MEDIA shall cause the shares of preferred stock to be issued
upon receipt from ARTISTS INNOVATIONS of all documentation and information
required hereunder. The date on which such shares are issued shall be the
"Closing Date".
Section
1.5 Payment and
Division of Future Royalties: During the Term hereof, ARTISTS INNOVATIONS
shall be entitled to seven percent (7%) of all receipts (i.e. monies or other
consideration actually received by EMAX MEDIA (either "on receipt" or in
accordance with periodic royalty disbursements resulting from EMAX MEDIA
entering into third party agreements providing for periodic accountings and
payments) on an "as received" basis as a result of the commercial electronic
exploitation of the Masters via the Internet as provided for herein. In the
event ARTISTS INNOVATIONS receives not less than One hundred thousand dollars
($100,000) from EMAX MEDIA during the Term, then and without further action
or
notice on the part of either party, this Agreement shall automatically renew
and
a renewal term of like duration. Such renewal term shall be extended by each
consecutive three-(3) year period during which such minimum sum is paid by
EMAX
MEDIA to ARTISTS INNOVATIONS. During and for any renewal term (or during/for
the
initial Term) in which such minimum amount is not paid, EMAX MEDIA shall have
the right, but not the obligation, to elect to effect such renewal by paying
to
ARTISTS INNOVATIONS the difference between all net receipts paid during the
relevant time period and the sum of One hundred thousand dollars
($100,000).
Section
1.6 Third Parties
and Copyright Royalties:
(a)
To
the extent applicable, ARTISTS INNOVATIONS shall pay or cause to be paid
any and
all sums (if any) which may become due to any third party(ies) pursuant to
any
contract with ARTISTS INNOVATIONS as a result of this agreement including
all
sums due to the Artists or any record producers, musicians, arrangers, copyists
or others whose performances are embodied in the Albums as a result of this
Agreement and EMAX MEDIA' payment hereunder. Any claims in connection therewith
are without relevance to EMAX MEDIA. ARTISTS INNOVATIONS shall hold EMAX
MEDIA
harmless from and indemnified against all such third party
obligations.
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(b)
With
respect to records released by EMAX MEDIA hereunder which embody master
recordings hereunder containing copyrighted musical or other material, EMAX
MEDIA warrants and represents that it shall obtain all necessary licenses and
that it shall pay directly to the copyright proprietors of such material or
to
their duly authorized agent(s), all mechanical royalties (including
the full statutory rate thereof, as required), performance royalties or other
sums which may be due or become due under and
in accordance with said licenses or
any applicable laws with respect to sales
hereunder. EMAX MEDIA shall hold ARTISTS INNOVATIONS harmless from and
indemnified against all such third party obligations.
Section
1.7 Delivery of
Master Recordings: EMAX MEDIA shall acknowledge, in writing ARTISTS
Innovation’s delivery of the master recordings licensed
hereunder and that all such master recordings shall be
used by EMAX MEDIA only for such purposes as are provided for in this
Agreement.
Section
1.8 Trademarks: Label Copy
(a) To
the
extent ARTISTS INNOVATIONS has rights extended to use the registered
and published trademarks and tradenames: (“EMAX Music”) and
(“EMAX Videos”) , (“EMAX Classics”) (“EMAX Games”) such use can
lawfully be permitted by ARTISTS INNOVATIONS, and ARTISTS INNOVATIONS hereby
grants to EMAX MEDIA for the term of this Agreement the non-exclusive right
to
use the trademarks, tradenames and logos, within the Territory, only and solely
for the purpose of distribution, marketing and advertising and electronic
downloading and transmission of the Masters, as herein provided. EMAX
MEDIA shall comply with all electronic label copy instructions and on-screen
credit requirements received from ARTISTS INNOVATIONS. All such label
copy shall bear appropriate copyright notices and notice under the Universal
Copyright Convention.
(b) EMAX
MEDIA agrees and acknowledges that it shall not acquire any rights
of whatever nature in the ARTISTS INNOVATIONS said trademark or any
artwork thereof as a result of EMAX MEDIA’ use thereof, and that all uses
thereof by EMAX MEDIA shall inure to the benefit of ARTISTS
INNOVATIONS. EMAX MEDIA shall not directly or indirectly, during the
term of this Agreement or thereafter, attack the ownership by ARTISTS
INNOVATIONS of its trademarks and/or “logos” or the validity
thereof. EMAX MEDIA shall at no time use or authorize the use of any
trademark, “logo” trademarks or other designation identical with or confusingly
similar to ARTISTS INNOVATIONS’ trademarks and “logos”.
(c) EMAX
MEDIA shall not at any time apply for any registration of any copyright,
trademark or “logo” or other designation including any artwork which includes
ARTISTS INNOVATIONS’ trademarks and/or “logos” in whole or in part, and shall
not file any document with any governmental authority or take any other action
which would affect the ownership of said trademark or “logos”.
(d) ARTISTS
INNOVATIONS shall furnish EMAX MEDIA with the names of songwriters and lyricists
of each musical selection embodied in the Masters. Such information
and the individual running/playing times of each Master shall be delivered
to
EMAX MEDIA not later than the date upon which the Masters are delivered along
with artwork elements on hand.
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Section
1.9
Editing: All master recordings released on records hereunder shall
be released in their entirety and without editing and in the manner and for
the
purpose originally recorded by ARTISTS INNOVATIONS, or its predecessor in
interest or client(s).
Section 1.10 Ownership of
Licensed Property: All tapes, acetates, stampers, mothers or
duplicates of all Master Recordings referred to herein and all copyrights,
ownerships and rights in and to such master recordings shall remain the sole
and
exclusive property of ARTISTS INNOVATIONS or its underlying licenser, as the
case may be. EMAX MEDIA will, upon request, execute or cause to be executed,
and
will deliver to ARTISTS INNOVATIONS all documents necessary to establish and
effectuate ARTISTS INNOVATIONS' clients' unencumbered ownership of all such
rights. Neither EMAX MEDIA nor anyone claiming rights through EMAX MEDIA shall
sell, assign, transfer, mortgage, hypothecate or subject to any lien or
encumbrance, any of the above rights, and any attempt thereto shall be null
and
void and of no force and effect whatsoever. All graphic depictions of the
Artists and references to the Masters produced or otherwise utilized by or
under
the authority of EMAX MEDIA hereunder shall bear appropriate copyright notices,
as required under the Rome Convention, indicating inter alia that the Master
Recordings are copyrighted in the name of ARTISTS INNOVATIONS and or predecessor
companies, respectfully.
Section
1.11 Rights of Termination of ARTISTS INNOVATIONS: In the
event:
(a) EMAX
MEDIA shall fail to
make any payments required hereunder or
EMAX MEDIA shall fall to perform any of
its material obligations required of it hereunder and ARTISTS
INNOVATIONS shall have notified EMAX MEDIA in writing of such failure and EMAX
MEDIA shall not have cured
such failure within five (5) days after
such written notification;
(b) EMAX
MEDIA shall make or attempt to make any assignment for the benefit
of creditors or make
any compositions with creditors, or any action or
proceeding under any bankruptcy or insolvency law is taken by or
against EMAX MEDIA or EMAX MEDIA shall affect a voluntary or compulsory
liquidation; or
Section
1.12 Effect of
Expiration or Termination: Upon the expiration or termination of this
Agreement, all commercial exploitation of the Masters by or under the authority
of EMAX MEDIA shall cease, and EMAX MEDIA shall not offer to consumers
on the
Internet (or otherwise) any further use of the master recordings licensed
hereunder. All master recordings and all derivatives thereof and any other
material in EMAX’s possession or control used in the exploitation of
the Masters hereunder (including, but not limited to, tapes, mothers,
stampers or other electronic renditions of the Masters) shall promptly,
at the
option of ARTISTS INNOVATIONS and upon its written instruction,
either:
(a) be transferred by EMAX
MEDIA to ARTISTS INNOVATIONS or its designee at
EMAX’s actual cost, plus shipment charges; or
(b)
to the extent ARTISTS INNOVATIONS so elects in writing, be
destroyed by EMAX
MEDIA under the supervision of ARTISTS
INNOVATIONS or ARTISTS
INNOVATIONS' designee, or, at ARTISTS
INNOVATIONS' written request, destroyed by EMAX
MEDIA without such supervision provided EMAX
MEDIA provides ARTISTS INNOVATIONS with an affidavit of such
fact, sworn to by a principal officer of EMAX MEDIA.
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ARTICLE II
REPRESENTATIONS,
COVENANTS AND WARRANTIES
OF
EMAX
MEDIA
As
an inducement to, and to obtain the reliance
of ARTISTS INNOVATIONS, EMAX MEDIA represents and warrants
as follows:
Section
2.1
Organization: EMAX MEDIA is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida and has
the
corporate power and is duly authorized, qualified, franchised and licensed
under
all applicable laws, regulations, ordinances and orders of public authorities
to
own all of its properties and assets and to carry on its business in all
material respects as it are now being conducted, including qualification to
do
business as a foreign corporation in the states in which the character and
location of the assets owned by it or the nature of the business transacted
by
it requires qualification. Included in the EMAX MEDIA Schedules (as hereinafter
defined) are complete and correct copies of the articles of incorporation,
amended articles of incorporation (collectively, hereinafter referred to as
the
"articles of incorporation") and bylaws of EMAX MEDIA as in effect on the date
hereof. The execution and delivery of this Agreement does not and the
consummation of the transactions contemplated by this Agreement in accordance
with the terms hereof will not, violate any provision of Artists articles of
incorporation or bylaws. EMAX MEDIA has taken all action required by law, its
articles of incorporation, its bylaws or otherwise to authorize the execution
and delivery of this Agreement. EMAX MEDIA has full power, authority and legal
right and has taken all action required by law, its articles of incorporation,
bylaws or otherwise to consummate the transactions herein
contemplate.
Section 2.2 Capitalization:
The authorized capitalization of EMAX MEDIA consists of 340,000,000 shares,
of
which 40,000,000 shares are Preferred Shares, par value $0.000001 per share,
and
300,000,000 are Common Shares, par value $0.01 per share. As of the date hereof
there are 120,000 common shares of EMAX MEDIA issued and outstanding. There
are
no preferred shares issued or outstanding. As of the Closing Date, as defined
herein, there will be no more than 300,000 common shares issued and outstanding
(the "EMAX MEDIA Common Shares") held by the then existing securities holders
of
EMAX MEDIA and no preferred shares issued or outstanding. All issued and
outstanding EMAX MEDIA Common Shares have been legally issued, fully paid and
are nonassessable.
Section
2.3
Subsidiaries: EMAX MEDIA has no subsidiary companies.
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Section
2.4
Information: The information concerning EMAX MEDIA as set forth in
this Agreement and in the EMAX MEDIA Schedules is complete and accurate in
all
material respects and does not contain any untrue statement of a material fact
or omit to state material fact required to make the statements made, in light
of
the circumstances under which they were made, not misleading.
Section
2.5 Litigation and
Proceedings: There are no actions, suits or proceedings pending or,
to the best of EMAX MEDIA' knowledge and belief, threatened by or against or
affecting EMAX MEDIA, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign, or before any
arbitrator of any kind that would have a material adverse effect on the
business, operations, financial condition, income or business prospects of
EMAX
MEDIA. EMAX MEDIA does not have any knowledge of any default on its part with
respect to any judgment, order, writ, injunction, decree, award, rule or
regulation of any court, arbitrator or governmental agency or
instrumentality.
Section
2.6 No Conflict With
Other Instruments: The execution of this Agreement and the
consummation of the transactions contemplated by this Agreement will not result
in the breach of any term or provision of, or constitute an event of default
under, any material indenture, mortgage, deed of trust or other material
contract, agreement or instrument to which EMAX MEDIA is a party or to which
any
of its properties or operations are subject.
Section
2.7 Material
Contract Defaults: To the best of Artists knowledge and belief, EMAX
MEDIA is not in default in any material respect under the terms of any
outstanding contract, agreement, lease or other commitment which is material
to
the business, operations, properties, assets or condition of EMAX MEDIA, and
there is no event of default in any material respect under any such contract,
agreement, lease or other commitment in respect of which EMAX MEDIA has not
taken adequate steps to prevent such a default from occurring.
Section 2.8 Governmental Authorizations: To
the best of Artists knowledge, EMAX MEDIA has all licenses, franchises, permits
and other governmental authorizations that are legally required to enable it
to
conduct its business operations in all material respects as conducted on the
date hereof. Except for compliance with federal and state securities or
corporation laws, no authorization, approval, consent or order of, or
registration, declaration or filing with, any court or other governmental body
is required in connection with the execution and delivery by EMAX MEDIA of
the
transactions contemplated hereby.
Section
2.9 Compliance With
Laws and Regulations: To the best of Artists’s knowledge and belief, EMAX
MEDIA has complied with all applicable statutes and regulations of any federal,
state or other governmental entity or agency thereof, except to the extent
that
noncompliance would not materially and adversely affect the business,
operations, properties, assets or condition of EMAX MEDIA or would
not result in Artists incurring any material liability.
Section
2.10
Insurance: EMAX MEDIA has no insurable properties and no insurance
policies will be in effect at the Closing Date, as hereinafter
defined.
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Section
2.11 Approval of
Agreement: The board of directors of EMAX MEDIA has authorized the
execution and delivery of this Agreement by EMAX MEDIA and has approved the
transactions contemplated hereby. The approval of this Agreement by EMAX MEDIA
shareholders is not required,
Section
2.12 Material
Transactions or Affiliations: As of the Closing Date there will
exist no material contract, agreement or arrangement between EMAX MEDIA and
any
person who was at the time of such contract, agreement or arrangement an
officer, director or person owning of record, or known by EMAX MEDIA to own
beneficially, ten percent (10%) or more of the issued and outstanding common
stock of EMAX MEDIA and which is to be performed in whole or in part after
the
date hereof. EMAX MEDIA has no commitment, whether written or oral, to lend
any
funds to, borrow any money from or enter into any other material transactions
with, any such affiliated person.
ARTICLE
III
REPRESENTATIONS,
COVENANTS AND WARRANTIES
OF
ARTISTS INNOVATIONS
Section
3.1.
Organization: ARTISTS INNOVATIONS is a corporation duly organized,
Validly existing and in good standing under the laws of the state of Florida
and
has the corporate power and is duly authorized, qualified, franchised and
licensed under all applicable laws, regulations, ordinances and orders of public
authorities to own all of its properties and assets and to carry on its business
in all material respects as it is now being conducted. The execution and
delivery of this Agreement does not and the consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof will not
violate any provision of ARTISTS INNOVATIONS's articles of incorporation or
bylaws. ARTISTS INNOVATIONS has full power, authority and legal right and has
taken all action required by law, its articles of incorporation, and its bylaws
or otherwise to authorize the execution and delivery of this
Agreement.
Section
3.2 Information: The information concerning ARTISTS
INNOVATIONS setforth in this Agreement is complete and accurate in all material
respects and does not contain any untrue statement of a material fact or omit
to
state a material fact required to make the statements made, in light of the
circumstances under which they were made, not misleading.
Section
3.3 Title and
Related Matters: Except as provided herein, ARTISTS INNOVATIONS has
good and marketable title to and is the owner of the Assets, free and clear
of
all liens, pledges, charges or encumbrances except: (a) statutory liens or
claims not yet delinquent; and (b) such imperfections of title and easements
as
do not and will not, materially detract from or interfere with the present
or
proposed use of the Assets or otherwise materially impair present business
operations on such Assets. Except as set forth herein, ARTISTS INNOVATIONS
owns
free and clear of any liens, claims, encumbrances, royalty interests or other
restrictions or limitations of any nature whatsoever and all procedures,
techniques, marketing plans, business plans, methods of management or other
information utilized in connection with the Assets. Except as set forth herein,
no third party has any right to, and ARTISTS INNOVATIONS has not received any
notice of infringement of or conflict with asserted rights of others with
respect to any product, technology, data, trade secrets, know-how, proprietary
techniques, trademarks, service marks, trade names or copyrights which, singly
or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would have a materially adverse affect on the proposed business,
operations, financial conditions or income of the proposed use of the Assets
described herein.
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Section
3.4 Litigation and
Proceedings: To the best of ARTISTS INNOVATIONS' knowledge and
belief, there are no actions, suits, proceedings or investigations pending
or
threatened by or against ARTISTS INNOVATIONS or affecting ARTISTS INNOVATIONS
or
the Assets, at law or in equity, before any court or other governmental agency
or instrumentality, domestic or foreign or before any arbitrator of any kind
that would have a material adverse affect on the business, operations, financial
condition or income of the Assets. ARTISTS INNOVATIONS does not have any
knowledge of any default on its part with respect to any judgment, order, writ,
injunction, decree, award, rule or regulation of any court, arbitrator or
governmental agency or instrumentality or of any circumstances which, after
reasonable investigation, would result in the discovery of such a
default.
Section
3.5 Material
Contract Defaults: Except as set forth herein, to the best of
ARTISTS INNOVATIONS knowledge and belief, ARTISTS INNOVATIONS is not in default
in any material respect under the terms of any outstanding contract, agreement,
lease or other commitment which is material to Assets and there is no event
of
default in any material respect under any such contract, agreement, lease or
other commitment in respect of which ARTISTS INNOVATIONS has not taken adequate
steps to prevent such a default from occurring.
Section
3.6 No Conflict With
Other Instruments: The execution of this Agreement and the consummation
of the transactions contemplated by this Agreement will not result in the breach
of any term or provision of, or constitute an event of default under, any
material indenture, mortgage, deed of trust or other material contract,
agreement or instrument affecting the Assets or to which any of the Assets
are
subject.
Section
3.7 Governmental
Authorizations: To the best of ARTISTS INNOVATIONS knowledge, ARTISTS
INNOVATIONS has all licenses, franchises, permits or other
governmental authorizations legally required to enable the
Assets to
be utilized as contemplated herein
in all material respects as conducted on the date hereof. No
authorization, approval, consent or order of,
or registration, declaration or filing with, any court or
other governmental body
is required in connection with
the execution and delivery by ARTISTS INNOVATIONS of this
Agreement and the consummation by ARTISTS INNOVATIONS of
the transactions contemplated hereby.
Section 3.8 Compliance With Laws and Regulations:
To the best of ARTISTS INNOVATIONS' knowledge, ARTISTS INNOVATIONS has complied
with all applicable statutes and regulations of any federal, state or other
governmental entity or agency thereof, except to the extent that noncompliance
would not materially and adversely affect the Assets.
Section
3.9 Approval of
Agreement: The board of directors and shareholders of ARTISTS
INNOVATIONS have authorized the execution and delivery of this Agreement by
ARTISTS INNOVATIONS and have approved the transactions contemplated
hereby.
ARTICLE
IV
SPECIAL
COVENANTS
Section
4.1 Access to
Properties and
Records:
EMAX MEDIA and, relevant to the Assets only, ARTISTS INNOVATIONS will
each
afford to the officers and authorized representatives of the other full access
to the properties, books and records of the other in order that each may have
full opportunity to make such reasonable investigation as it shall desire to
make of the affairs of the other and each will furnish the other with such
additional financial and operating data and other information as to the business
and properties of the other, as the other shall from time to time reasonably
request.
Section
4.2
Special Covenants and Representations Regarding
the EMAX MEDIA Common Shares to be Issued Herein: The consummation of
this Agreement, including the issuance of the EMAX MEDIA
Common Shares to ARTISTS
INNOVATIONS as contemplated hereby,
constitutes the offer and sale
of securities under
the Securities Act, and applicable state
statutes. Such transaction shall be consummated in reliance on
exemptions from the registration and
prospectus delivery requirements of such statutes, which
depend, inter alia, upon the circumstances under which ARTISTS INNOVATIONS
acquires such securities. In connection with reliance upon
exemptions from the registration and prospectus delivery requirements for such
transactions, at the Closing, ARTISTS INNOVATIONS shall
cause to be delivered to EMAX MEDIA an investment letter,
duly executed in the form included herein below as Exhibit "B."
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Section
4.3 Third Party
Consents: EMAX MEDIA and ARTISTS INNOVATIONS agree to cooperate with
each other in order to obtain any required third party consents to this
Agreement and the transactions herein contemplated.
Section
4.4 Actions Prior to Closing:
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(a)
From and after the date of this Agreement until
the Closing Date or
as permitted or contemplated by
this Agreement, EMAX MEDIA and ARTISTS
INNOVATIONS will each use its best efforts
to:
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(i) carry on
its business in substantially the same manner as it has
heretofore;
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(ii) maintain
and keep the Assets in states of good repair
and condition as at present, except
for depreciation due to
ordinary wear
and tear and damage due to casualty;
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(iii) maintain in
full force and effect
insurance comparable in amount and in scope of
coverage to that now maintained
by
it;
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(iv)
perform in all material respects all of its obligations under material
contracts, leases and
instruments relating to
or affecting its assets,
properties and business;
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(v)
maintain and preserve its business organization intact, to retain
its key
employees and to maintain its relationship with
its
material
suppliers and customers; and
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(vi)
fully comply with and perform in all
material respects all obligations and duties imposed on it by
all federal and
state laws
and all rules,
regulations and orders imposed by federal
or state governmental authorities.
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(b)
From and after the date of this Agreement until the
Closing Date, neither EMAX MEDIA nor ARTISTS INNOVATIONS will,
without the
prior consent of the other party:
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(i) except
as otherwise specifically set
forth herein, make any change in
their respective certificates or articles of
incorporation
or bylaws;
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(ii) declare or
pay any dividend on its
outstanding shares of
capital stock, except as may
otherwise be required by
law, or
effect any stock split or otherwise change its
capitalization, except as provided herein;
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(iii) enter into
or amend any employment, severance or
similar agreements or arrangements with any directors or
officers;
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(iv) grant, confer
or award any options,
warrants, conversion rights or other rights not
existing on the date hereof to
acquire
any shares of its capital stock; or
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(v) purchase or
redeem any shares of its capital stock, except as
disclosed herein.
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10
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Section
4.5 Undertakings of
ARTISTS INNOVATIONS: Management of ARTISTS INNOVATIONS, who will
assume the management of EMAX MEDIA upon Closing, hereby undertakes to EMAX
MEDIA and its shareholders as follow:
(a)
to exercise good faith in their efforts to file
all reports required to be filed by
the surviving company herein with
the Securities and Exchange Commission or
any other governmental agency, in a timely manner; and
(b)
to exercise all due diligence in causing EMAX MEDIA to
list
its common stock for trading on
any national stock exchange for which EMAX MEDIA may then
qualify for such listing.
Section
4.6 Management of
EMAX MEDIA: Upon the Closing, the following persons are appointed
directors of EMAX MEDIA in accordance with procedures set forth in the EMAX
MEDIA bylaws: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. These directors
shall hold office until their successor shall have been duly elected and shall
have qualified or until their earlier death, resignation or
removal.
Section
4.7 Officers of EMAX
MEDIA: Upon the Closing, the following persons shall be elected as
interim officer of EMAX MEDIA in accordance with procedures set forth in the
EMAX MEDIA bylaws:
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NAME
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OFFICER
|
||
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▇▇▇▇▇▇▇
▇▇▇▇▇▇
|
President/Treasurer/Secretary
|
||
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▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
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CEO
|
||
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▇▇▇
▇▇▇▇▇▇
|
Vice
President
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ARTICLE
V
CONDITIONS
PRECEDENT TO OBLIGATIONS
OF
EMAX
MEDIA
The obligations of EMAX
MEDIA under this Agreement are subject to
the satisfaction, at or before the Closing Date, of the following
conditions:
Section
5.1 Accuracy of
Representations: The representations and warranties made by ARTISTS
INNOVATIONS in this Agreement were true when made and shall be true at the
Closing Date with the same force and effect as if such representations and
warranties were made at the Closing Date (except for changes therein permitted
by this Agreement), and ARTISTS INNOVATIONS shall have performed or complied
with all covenants and conditions required by this Agreement to be performed
or
complied with by ARTISTS INNOVATIONS prior to or at the Closing. EMAX MEDIA
shall be furnished with a certificate, signed by a duly authorized officer
of
ARTISTS INNOVATIONS and dated the Closing Date, to the foregoing
effect.
Section
5.2 Stockholder
Approval: The stockholders of ARTISTS INNOVATIONS shall have
unanimously approved this Agreement and the transactions contemplated
thereby.
Section
5.3 Officer's
Certificate: EMAX MEDIA shall have been furnished with a certificate
dated the Closing Date and signed by a duly authorized officer of ARTISTS
INNOVATIONS to the effect that no litigation, proceeding, investigation or
inquiry is pending or, to the best knowledge of ARTISTS INNOVATIONS, threatened,
which might result in an action to enjoin or prevent the consummation of the
transactions contemplated by this Agreement or, to the extent not disclosed
herein, by or against ARTISTS INNOVATIONS which might result in any material
adverse change in any of the Assets.
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11
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Section
5.4 Opinion of
Counsel to ARTISTS INNOVATIONS: EMAX MEDIA shall receive an opinion dated
as of the Closing Date from counsel to ARTISTS INNOVATIONS, or legal
counsel reasonably acceptable to EMAX MEDIA, confirming
the following:
|
(a) ARTISTS
INNOVATIONS is a corporation duly organized,
validly existing, and in good standing under the
laws of the state of Florida and has
the corporate power and is duly
authorized, qualified, franchised and licensed under all
material applicable laws, regulations, ordinances
and orders of public authorities to own all of its properties
and assets
and to conduct its business as
now conducted, including qualification to
do business as a foreign corporation in the states in which the
character and location of the assets owned by it or the nature
of the
business transacted by it requires
qualification.
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(b)
To the best knowledge of such legal counsel, the execution and
delivery by ARTISTS INNOVATIONS of this Agreement and the consummation
of
the transaction contemplated by this Agreement in
accordance with the terms hereof will not conflict with or
result in the breach of any term or provision of ARTISTS
INNOVATIONS
articles of incorporation or bylaws
or violate any court order, writ, injunction or
decree applicable to ARTISTS INNOVATIONS, or its properties or
assets.
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(c) This Agreement has been duly and validly
authorized, executed and delivered by ARTISTS
INNOVATIONS.
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(d)
To the best knowledge of
such legal counsel,
there are no actions, suits or proceedings pending or
threatened by or against or affecting the Assets, at law or in
equity, before any court or
other governmental agency or
instrumentality, domestic or foreign or before any arbitrator
of any kind.
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(e)
ARTISTS INNOVATIONS has taken all actions required by the
applicable laws of the state
of Delaware to permit the
transfer of the rights to EMAX
MEDIA.
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Section
5.5 Other
Items: EMAX MEDIA shall have received such further documents,
certificates or instruments relating to the transactions contemplated hereby
as
EMAX MEDIA may reasonably request.
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12
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ARTICLE
VI
CONDITIONS
PRECEDENT TO OBLIGATIONS OF ARTISTS INNOVATIONS
The obligations
of ARTISTS INNOVATIONS under this Agreement are subject to the
satisfaction, at or before the Closing Date (unless otherwise indicated herein),
of the following conditions:
Section
6.1 Accuracy of
Representations: The representations and warranties made by EMAX
MEDIA in this Agreement were true when made and shall be true as of the Closing
Date (except for changes therein permitted by this Agreement) with the same
force and effect as if such representations and warranties were made at and
as
of the Closing Date, and EMAX MEDIA shall have performed and complied with
all
covenants and conditions required by this Agreement to be performed or complied
with by EMAX MEDIA prior to or at the Closing. ARTISTS INNOVATIONS shall have
been furnished with a certificate, signed by a duly authorized executive officer
of EMAX MEDIA and dated the Closing Date, to the foregoing effect.
Section
6.2 Officer's
Certificate: ARTISTS INNOVATIONS shall be furnished with a
certificate dated the Closing Date and signed by a duly authorized officer
of
EMAX MEDIA to the effect that no litigation, proceeding, investigation or
inquiry is pending or, to the best knowledge of EMAX MEDIA, threatened, which
might result in an action to enjoin or prevent the consummation of the
transactions contemplated by this Agreement or, to the extent not disclosed
in
the EMAX MEDIA Schedules, by or against EMAX MEDIA which might result in any
material adverse change in any of the assets, properties, business or operations
of EMAX MEDIA.
Section
6.3 No Material
Adverse Change: Prior to the Closing Date, there shall not have
occurred any material adverse change in the financial condition, business or
operations of nor shall any event have occurred which, with the lapse of time
or
the giving of notice, may cause or create any material adverse change in the
financial condition, business or operations of EMAX MEDIA.
Section 6.5 Opinion
of Counsel to EMAX MEDIA: ARTISTS
INNOVATIONS shall receive an opinion dated as
of the Closing Date from counsel to EMAX MEDIA, confirming the
following:
|
(a) EMAX
MEDIA is
a corporation duly organized, validly
existing, and in good standing under the laws of the State of
Delaware and has the corporate power and is
duly authorized, qualified, franchised, and licensed under all
applicable laws, regulations, ordinances and orders
of public authorities to own all of
its properties and assets and
to carry on its
business in all material respects as it is now being
conducted, including qualification to do business as a foreign
corporation in the states in which the character and location
of the assets owned by it
or the nature of the business
transacted by it requires qualification.
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(b)
To the best knowledge of such legal counsel, the
execution and delivery by EMAX MEDIA
of this Agreement and the
consummation of the transactions contemplated by this
Agreement in accordance with the terms hereof will not
conflict with or result in the breach of any term or provision
of EMAX
MEDIA' articles of incorporation or bylaws or
constitute a default or give rise to a right
of termination, cancellation or acceleration under
any material mortgage, indenture, deed of trust,
license agreement or other obligation or violate any court
order, writ, injunction or decree applicable to EMAX
MEDIA or its properties or assets.
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13
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(c)
The authorized capitalization of EMAX MEDIA consists of
300,000,000 shares of Common Shares, par
value $0.01 per share. As of the Closing
Date there are 100,000,000 common shares of EMAX
MEDIA issued and outstanding.
There are
no preferred shares issued
or outstanding. All issued and outstanding
shares are legally issued, fully paid
and non-assessable and
not issued in violation of
the preemptive rights of any
person.
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(d) The EMAX
MEDIA Common Shares to
be issued to the ARTISTS
INNOVATIONS stockholders pursuant to the terms of this
Agreement will be, when issued
in accordance with the terms hereof, legally issued,
fully paid and non-assessable.
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(e) This Agreement has been duly and validly
authorized, executed, and delivered and constitutes the legal
and binding obligation of EMAX MEDIA, except as limited by bankruptcy
and
insolvency laws and by other laws affecting the rights of
creditors generally.
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(f)
To the best knowledge of such counsel, except as set forth in
the EMAX
MEDIA Schedules, there are no actions, suits or proceedings pending
or
threatened by or against EMAX MEDIA or affecting EMAX MEDIA'
properties, at law or in equity, before any court or
other governmental agency or instrumentality, domestic or foreign
or
before any arbitrator of any kind.
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(g) EMAX
MEDIA has taken all actions required by the
applicable laws of
the state of
Delaware to permit the issuance of the
EMAX MEDIA Common Shares to ARTISTS
INNOVATIONS.
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Section 6.7 Other Items: ARTISTS INNOVATIONS shall have received such further documents, certificates, or instruments relating to the transactions contemplated hereby as ARTISTS INNOVATIONS may reasonably request.
ARTICLE
VII
MISCELLANEOUS
Section
7.1 Brokers and
Finders: Each party hereto hereby represents and warrants that it is
under no obligation, express or implied, to pay certain finders in connection
with the bringing of the parties together in the negotiation, execution, or
consummation of this Agreement. The parties each agree to indemnify the other
against any claim by any third person for any commission, brokerage or finder's
fee or other payment with respect to this Agreement or the transactions
contemplated hereby based on any alleged agreement or understanding between
the
indemnifying party and such third person, whether express or implied from the
actions of the indemnifying party.
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14
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Section
7.2 Law; Forum and
Jurisdiction: This Agreement shall be construed and interpreted in
accordance with the laws of the State of Florida, except as US federal law
may
be applicable.
Section
7.3
Notices: Any notices or other communications required or permitted
hereunder shall be sufficiently given if personally delivered to it or sent
by
registered mail or certified mail, postage prepaid, or by prepaid telegram
addressed as follows:
| If to | ||
|
EMAX
Holdings Corporation
|
||
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▇▇▇▇▇▇▇
▇▇▇▇▇, President
|
||
|
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇
|
||
|
▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
||
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EMAX
MEDIA Group, Inc:
|
||
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▇▇▇▇▇▇▇
▇▇▇▇▇▇ , CEO
|
||
|
▇▇▇
▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
|
||
|
▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
|
||
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With
a copy to:
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||
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M
▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
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||
|
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
|
||
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▇▇▇▇▇
▇▇▇
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||
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▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
||
| ARTISTS INNOVATIONS: | ||
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Ms
▇▇▇▇▇▇ Christmas, President
|
||
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▇▇▇
▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
|
||
|
▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
|
||
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With
a copy to:
|
||
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M
▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
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c/o
EMAX MEDIA Group, Inc
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▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇
▇▇▇
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▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
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or
such
other addresses as shall be furnished in writing by any party in the manner
for
giving notices hereunder, and any such notice or communication shall be deemed
to have been given as of the date so delivered, mailed, or
telegraphed.
Section
7.4 Attorneys'
Fees: In the event that any party institutes any action or suit to
enforce this Agreement or to secure relief from any default hereunder or breach
hereof, the breaching party or parties shall reimburse the non-breaching party
or parties for all costs, including reasonable attorneys' fees, incurred in
connection therewith and in enforcing or collecting any judgment rendered
therein.
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15
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Section
7.5 Confidentiality: Each party hereto agrees with the
other parties that, unless and until the transaction contemplated by this
Agreement has been consummated, they and their representatives will hold in
strict confidence all data and information obtained with respect to another
party or any subsidiary thereof from any representative, officer, director
or
employee, or from any books or records or from personal inspection, of such
other party, and shall not use such data or information or disclose the same
to
others, except: (i) to the extent such data is a matter of public knowledge
or
is required by law to be published; and (ii) to the extent that such data or
information must be used or disclosed in order to consummate the transactions
contemplated by this Agreement.
Section
7.6
Schedules: Each party is presumed to have full knowledge of all
information set forth in the other party's schedules delivered pursuant to
this
Agreement.
Section
7.7 Third
Party Beneficiaries: This contract is solely among EMAX MEDIA
and ARTISTS INNOVATIONS and, except as specifically provided, no director,
officer, stockholder, employee, agent, independent contractor or any other
person or entity shall be deemed to be a third party beneficiary of this
Agreement.
Section
7.8 Entire
Agreement: This Agreement represents the entire agreement between
the parties relating to the subject matter hereof. This Agreement alone fully
and completely expresses the agreement of the parties relating to the subject
matter hereof. There are no other courses of dealing, understandings,
agreements, representations or warranties, written or oral, except as set forth
herein. This Agreement may not be amended or modified, except by a written
agreement signed by all parties hereto.
Section
7.9 Survival;
Termination: The representations, warranties and covenants of the
respective parties shall survive the Closing Date and the consummation of the
transactions herein contemplated for 18 months.
Section
7.10 Counterparts
Facsimile Execution: This Agreement may be executed in any number of
counterparts all of which when taken together shall constitute one single
Agreement. For purposes of this Agreement, a document (or signature page
thereto) signed and transmitted by facsimile machine or telecopier is to be
treated as an original document. The signature of any party thereon, for
purposes hereof, is to be considered as an original signature, and the document
transmitted is to be considered to have the same binding effect as an original
signature on an original document. At the request of any party, a facsimile
or
telecopy document is to be re-executed in original form by the parties who
executed the facsimile or telecopy document. No party may raise the use of
a
facsimile machine or telecopier machine as a defense to the enforcement of
the
Agreement or any amendment or other document executed in compliance with this
Section.
Section
7.11 Amendment or
Waiver: Every right and remedy provided herein shall be cumulative
with every other right and remedy, whether conferred herein, at law, or in
equity, and may be enforced concurrently herewith, and no waiver by any party
of
the performance of any obligation by the other shall be construed as a waiver
of
the same or any other default then, theretofore, or thereafter occurring or
existing. At any time prior to the Closing Date, this Agreement may be amended
by a writing signed by all parties hereto, with respect to any of the terms
contained herein, and any term or condition of this Agreement may be waived
or
the time for performance hereof may be extended by a writing signed by the
party
or parties for whose benefit the provision is intended.
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16
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Section
7.12 Incorporation
of Recitals: All of the recitals hereof are incorporated by this
reference and are made a part hereof as though set forth at length
herein.
Section 7.13 Expenses: Each
party herein shall bear all of their respective costs and expenses incurred
in
connection with the negotiation of this Agreement and in the consummation of
the
transactions provided for herein and the preparation therefor.
Section
7.14 Headings;
Context: The headings of the sections and paragraphs contained in
this Agreement are for convenience of reference only and do not form a part
hereof and in no way modify, interpret or construe the meaning of this
Agreement.
Section
7.15
Benefit: This Agreement shall be binding upon and shall insure only
to the benefit of the parties hereto, and their permitted assigns hereunder.
This Agreement shall not be assigned by any party without the prior written
consent of the other party.
Section
7.16 Public
Announcements: Except as may be required by law, neither party shall
make any public announcement or filing with respect to the transactions provided
for herein without the prior consent of the other party hereto.
Section
7.17
Severability: In the event that any particular provision or
provisions of this Agreement or the other agreements contained herein shall
for
any reason hereafter be determined to be unenforceable, or in violation of
any
law, governmental order or regulation, such unenforceability or violation shall
not affect the remaining provisions of such agreements, which shall continue
in
full force and effect and be binding upon the respective parties
hereto.
Section
7.18 Failure of
Conditions; Termination: In the event any of the conditions
specified in this Agreement shall not be fulfilled on or before the Closing
Date, either of the parties have the right either to proceed or, upon prompt
written notice to the other, to terminate and rescind this Agreement without
liability to any other party. The election to proceed shall not affect the
right
of such electing party reasonably to require the other party to continue to
use
its efforts to fulfill the unmet conditions.
Section
7.19 No Strict
Construction: The language of this Agreement shall be construed as a
whole, according to its fair meaning and intendment, and not strictly for or
against either party hereto, regardless of who drafted or was principally
responsible for drafting the Agreement or terms or conditions
hereof.
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17
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Section
7.20 Execution
Knowing and Voluntary: In executing this Agreement, the parties
severally acknowledge and represent that each: (a) has fully and carefully
read
and considered this Agreement; (b) has been or has had the opportunity to be
fully apprised of its attorneys of the legal effect and meaning of this document
and all terms and conditions hereof; and (c) is executing this Agreement
voluntarily, free from any influence, coercion or duress of any
kind.
Section
7.21 Force
Majeure: Neither party hereto shall be liable to the other for any
failure to perform or a delay in performance of its obligations hereunder caused
by an Act Of God, outbreak of hostilities, riots, civil disturbance, act of
terrorism, the act of any government or authority (including any revocation
of
any license or consent), fire, explosion, flood, fog or bad weather, default
of
suppliers or sub-contractors, theft, malicious damage, strike, lock-out or
industrial action of any kind, cause or circumstance beyond its reasonable
control.
IN
WITNESS WHEREOF, the corporate parties hereto have
caused this Agreement to be executed by their respective officers, hereunto
duly
authorized, and entered into as of the date first above written.
|
EMAX
HOLDINGS CORPORATION
|
||
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ATTEST:
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||
|
___________________________________
|
Witness
__________________________
|
|
|
President:
▇▇▇▇▇▇▇ ▇▇▇▇▇
|
Date
__________________________
|
|
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EMAX
MEDIA GROUP, INC
|
||
|
_________________________________
|
Witness
__________________________
|
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇
|
Date
__________________________
|
|
|
CEO/Secretary
|
||
|
ARTISTS
INNOVATIONS, INC
|
||
|
____________________________________
|
Witness
__________________________
|
|
|
President
▇▇▇▇▇▇ Christmas
|
Date
__________________________
|
|
|
____________________________________
|
Witness_________________________
|
|
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Secretary
|
Date
__________________________
|
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18
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EXHIBIT
"B"
__________________
INVESTMENT
LETTER
May
2,
2007
ARTISTS
INNOVATIONS INC.
▇▇▇
▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇
▇▇▇▇
▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
EMAX
Holdings Corporation
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Gentlemen:
The undersigned, in
acceptance of and subject to the terms and conditions of
that certain Agreement (the "Agreement"), between ARTISTS INNOVATIONS
, Inc., a Utah company (the "Company") and EMAX MEDIA GROUP, INC. A
SUBSIDARY OF EMAX HOLDINGS CORPORATION, a Utah corporation,
dated April 30,
2007, wherein the Company shall cause
to be issued an aggregate of
8,293,578 EMAX MEDIA GROUP, Inc. Shares of Preferred Stock, with a
stated value of $1.00 per share of its $0.000001 par value
preferred stock, and convertible into 103,885,000 shares of common
stock with a stated value of $.08 pre share in EMAX Holdings Corporation in
exchange for certain licensing rights more fully described
in the Agreement (the "Shares"), the undersigned hereby
represents, warrants, covenants and agrees with the
Company that, in connection with
the undersigned's acceptance of the Shares and as of the
date of this letter:
|
1.
The undersigned is aware that
its acceptance of
the Shares is irrevocable, absent an
extension of the Expiration Date of any material change to any
of the terms and conditions of the Agreement.
|
|
|
2.
The undersigned has full power
and authority to enter into this
Agreement and
that this Agreement constitutes a
valid and legally binding obligation of the
undersigned.
|
|
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3.
By execution hereof, the undersigned hereby confirms that
the Company's common stock to
be received in exchange for
the Assets will be acquired for investment for the
undersigned's own account, not as a nominee or
agent, and not with a view to the resale
or distribution of any part thereof, and that
the undersigned has no
present intention of
selling, granting any participation in, or
otherwise distributing the same. By execution
hereof, the
undersigned further represents the undersigned does
not have any contract, undertaking, agreement or
arrangement with any third party, with respect to any of the
Shares.
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4. The undersigned understands that
the Shares are being issued
pursuant to available exemption thereto and have not
been registered under the Securities Act of
1933, as amended (the "1933 Act"), or
under any state securities laws. The
undersigned understandsthat no registration
statement has been filed with the United States
|
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19
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Shares
and Exchange Commission nor with any
other regulatory authority and
that, as a
result, any benefit which might
normally accrue to a holder such as the undersigned
by an impartial review of such a registration statement by the
Securities and Exchange Commission or other regulatory authority
will not
be forthcoming. The undersigned understands that it
cannot sell the Shares unless such sale is registered under the
1933 Act and applicable state securities laws or
exemptions from such registration become
available. In this connection the
undersigned understands that the Company has advised the
Transfer Agent for its securities that the Shares are subject to
the
"restricted period" under the 1933 Act and that they may not
be transferred by me to any person without the prior consent of
the Company, which consent of the
Company will require an opinion of
counsel acceptable to the Company to the
effect that, in the event the Shares are not registered under
the 1933 Act, any transfer as may be proposed by me must be entitled
to an
exemption from the registration provisions of the
1933 Act. To this
end, I acknowledge that a legend to
the following effect will be placed upon the
certificate representing the Shares and that the Transfer Agent
has been advised of such facts:
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THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS
AMENDED (THE "ACT"), AND MAY BE OFFERED AND SOLD ONLY
IF REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT IS
AVAILABLE OR IF ANOTHER EXEMPTION FROM REGISTRATION THEREUNDER
IS AVAILABLE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO
THE SATISFACTION OF THE COMPANY.
|
|
|
The undersigned understands that the foregoing legend on its
certificate for
the Shares limits their value, including their value as
collateral.
|
|
|
6.
The undersigned represents that it is experienced in evaluation
and investing in securities of companies in the
development stage and acknowledges
that it is able
to fend for itself, can bear the economic risk
of this investment and has
such knowledge and experience in
financial and business matters that it is capable of
evaluating the merits and risks of the investment in the
Shares.
|
|
|
7. EMAX
Media's Equity Securities. EIGHT MILLION TWO HUNDRED AND NINETY
THREE THOUSAND FIVE HUNDRED AND SEVENTY EIGHT DOLLARS
($8,293,578) of EMax Media's nonvoting, convertible, preference
shares
having the preferences, limitations and rights set forth in Exhibit
3.
attached hereto and incorporated by reference herein, to be issued
in the
name of the Persons whom EMAX Media shall direct, the number of
such
preference shares to be delivered by EMAX Media to be equal to
the results
obtained when the preference shares stated value is divided into
$8,293,578 million; i.e.8,292,578 shares. Such shares of EMAX Media
preferred stock shall not be issued until after the True-Up Date,
which
date shall be one hundred twenty (120) days after the Closing Date
or when
the auditors finish their accounting work and give those accounting
completed and delivered to EMAX Media, whichever shall first occur.
|
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20
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IN
WITNESS WHEREOF, the corporate parties hereto have
caused this Agreement to be executed by their respective officers, hereunto
duly
authorized, and entered into as of the date first above written.
|
EMAX
HOLDINGS CORPORATION
|
||
|
ATTEST:
|
||
|
___________________________________
|
Witness
__________________________
|
|
|
President:
▇▇▇▇▇▇▇ ▇▇▇▇▇
|
Date
__________________________
|
|
|
EMAX
MEDIA GROUP, INC
|
||
|
_________________________________
|
Witness
__________________________
|
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇
|
Date
__________________________
|
|
|
CEO/Secretary
|
||
|
ARTISTS
INNOVATIONS, INC
|
||
|
____________________________________
|
Witness
__________________________
|
|
|
President
▇▇▇▇▇▇ Christmas
|
Date
__________________________
|
|
|
____________________________________
|
Witness_________________________
|
|
|
Secretary
|
Date
__________________________
|
-
21
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Exhibit A
|
1.
|
The
distribution and publishing rights to the tradenames, and trademarks
for
the eMax , eMax Music, eMax Networks. eMax Videos, eMax Software,
eMax
Productions, eMax Studios, eMax TV, eMax games, eMax Films and eMax
Store
|
|
2.
|
The
signed manufacturing and distribution agreement between Artists
Innovations/ ME-TOO Records, and Windows
Productions.
|
|
3.
|
The
distribution and publishing rights to the video release copyright
PA#
697-366 titled, “The Elvis I
Knew”
|
|
4.
|
The
distribution and publishing music recordings held in the sound recording
and copyright SRu 399-264 titled “Rockin’
Memories”
|
|
5.
|
The
distribution and publishing rights to the software rights held by
EMAX
Software.
|
|
6.
|
The
marketing and promotion of the web domains ▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇.▇▇▇,
▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇.▇▇▇,
▇▇▇▇▇▇▇▇.▇▇▇,
|
-
22
-
Schedule
1
The
signed manufacturing and distribution agreement between Artists Innovations/
ME-TOO Records, and Windows Productions
-
23
-
Schedule
2
All
non exclusive perpetual marketing, distribution and publishing rights to
the copyrights, software programs, technology rights , patents
pending, ownership, manufacturing, distribution and publishing rights
owned by EMAX Software
Including
but not limited to the property known and further described as:
-
24
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eMax
Net
Portal
emax
media
players:
eMax
music
player
eMax
video
player
languange
translation
technology
artificial
intelligence
technology
emaxnet
browser
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25
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