Joint Venture Deal Memorandum
Joint
Venture Deal Memorandum
By
and
Between Livestar Entertainment Events International Inc. (“Livestar”) and A.C.D.
Inc. d/b/a Coolworld Entertainment (“Coolworld”)
The
parties agrees as follows as the terms of this Joint Venture Deal Memorandum
(“Memorandum”).
Whereby
the parties are desirous to enter into a mutually beneficial business
arrangement (the “Joint Venture”) whereby:
A.
the
parties will under their respective Joint Venture responsibilities provide
certain production support to Cyberfest October 9, 2004 in San Francisco,
CA and
Revolution, October 30, 2004 in Miami, FL and Planet New Year, December 31,
2004, San Francisco, CA (the “Joint Venture Events”) and;
B.
the
parties will endeavor to grow the Joint Venture to encompass other events
and
execute certain options and rights under this Joint Venture.
| 1. |
Term
|
| a. |
The
Joint Venture will have a term of six (6) months, with a renewable
term of
six (6) months that may be enacted only upon mutual agreement of
the
parties.
|
| b. |
Either
party can terminate this Memorandum with 30 days notice providing
that if
a Joint Venture Event is in development or production that the
Joint
Venture will remain in force until the closing of the Joint Venture
Event
and the termination will affect all other Joint Venture activities.
|
| c. |
Both
parties agree to provide to the other party 14 days to remedy any
action
that may be deemed as a default of any of the provisions hereunder.
If
remedies cannot be reached through this provision, Section eleven
(11)
will be enacted.
|
| 2. |
Joint
Venture Responsibilities of Livestar. Livestar
agrees to provide the following production support to the Joint
Venture:
|
| a. |
Livestar
to commit to co-producing the Joint Venture
Events.
|
| b. |
Livestar
will provide the following capital to the Joint
Venture:
|
| i. |
providing
of up to $300,000 for production costs as per the following schedule;
|
| ii. |
September
21, 2004$50,000
|
| iii. |
September
30, 2004$100,000
|
| iv. |
October
14, 2004$75,000
|
| v. |
October
28, 2004$75,000
|
Livestar
will use best efforts to provide the aforementioned capital as per the above
schedule and as a schedule requested by Coolworld. (see Schedule A)
| c. |
Livestar
will provide co-production staff in the capacities of executive
production, administration marketing/promotional support and accounting.
|
| 3. |
Joint
Venture Responsibilities of Coolworld.
Coolworld agrees to provide the following to the Joint
Venture:
|
| a. |
Coolworld
will provide to the Joint Venture Events ;executive production,
production, talent buying,
marketing.
|
| 4. |
Joint
Venture Marketing Arrangement.
The Parties agree to the following Joint Venture Marketing agreement.
(Both Parties agree that the following may be altered to include
additional items upon mutual agreement):
|
| a. |
Coolworld
will provide to Livestar placement of the Livestar Logo and credit
as
co-Presenter and co-Production Partner on the
following;
|
| i. |
on
all marketing materials regarding each Joint Venture Event or Future
Joint
Venture Event
|
| ii. |
on
all tickets or passes of each Joint Venture Event or Future Joint
Venture
Event
|
| iii. |
on
the Coolworld website or Website for each Joint Event or Future
Joint
Venture Event
|
| iv. |
on
all backdrops (ie the “Stand and Turn” back drop for the photo area of any
Joint Venture Event or Future Joint Venture Event
|
| v. |
placement
of
|
| b. |
Livestar
will provide to Coolworld placement of the Coolworld Logo and credit
as
co-Presenter and co-Production Partner on the
following;
|
| i. |
on
all marketing materials regarding each Joint Venture Event or Future
Event
the Livestar produces
|
| ii. |
on
the Livestar consumer site and in the partners section of the Livestar
corporate site
|
| c. |
Both
Parties agree to mutual work to provide both Parties will equitable
exposure in the marketing of each Joint Venture Event or Future
Joint
Venture Event. For example, the placement of Coolworld and Livestar
signage at locations during each Joint Venture Event or Future
Joint
Venture Event.
|
| 5. |
Joint
Venture Corporate Structure.
A
new Corporation (New Co) will be formed for the Joint Venture.
|
| a. |
New
Co will be owned as per the following structure:
|
| i. |
Livestar
51% of the common stock
|
| ii. |
Coolworld
49% of the common stock
|
| b. |
Corporate
Governance will be set in place as mutually agreed by the parties,
including but not limited to, the
following:
|
| i. |
▇▇▇▇▇
▇▇▇▇▇ will be set as a shareholder w/
Liability
|
| ii. |
A
separation agreement will be set
up.
|
| iii. |
Shareholder
agreements will be set up.
|
| c. |
All
accounting for the Joint Venture will be done as per a structure
determined by the accounting staff of Livestar. The structure will
keep in
mind the spirit of the Joint Venture but both parties acknowledge
of the
structure will be set up to be public company compliant as per
Livestar’s
accounting policies and procedures.
|
| d. |
Dividends
of each New Co will be paid as following:
|
| i. |
Livestar
50%
|
| ii. |
Coolworld
50%
|
| 6. |
Joint
Venture Rights.
Livestar has the intent to execute many or all of the following
rights
afforded to it by Coolworld under this Memorandum. Livestar plans
to,
under the right conditions, exercise its rights of many of all
of the
following rights within 6 months of the execution of this Memorandum.
Additionally, if Livestar exercises any of the rights or options
it has
retained hereunder additional agreements will be finalized pertaining
to
the particular right or rights under mutual acceptable terms by
Livestar
and Coolworld.
|
| a. |
Livestar
retains first right of refusal to joint venture with Coolworld
in regards
to future Coolworld events (Future Joint Venture
Events).
|
| b. |
Livestar
has first right of refusal to purchase 100% of
Coolworld.
|
| c. |
Livestar
has first right to hire ▇▇▇▇▇ ▇▇▇▇▇ as Staff in the capacity
of:
|
| i. |
Employee
or;
|
| ii. |
Exclusive
consultant
|
| iii. |
Both
of the above capacities may involve duties and responsibilities
pertaining
to Events and Establishment development under Livestar’s sister company
Livestar Entertainment Establishments Ltd.
|
| d. |
Livestar
has the option of retaining ▇▇▇▇▇ ▇▇▇▇▇ or Coolworld in it’s events under
3 main auspices:
|
| i. |
Joint
venture partner with Coolword or ▇▇▇▇▇
▇▇▇▇▇
|
| ▇▇. |
Hire
▇▇▇▇▇ ▇▇▇▇▇ as Partial Joint Venture
partner
|
| iii. |
Hire
▇▇▇▇▇ ▇▇▇▇▇ or Coolworld as a Consultant / Producer
|
| e. |
This
Joint Venture is to be exclusive. ▇▇▇▇▇ ▇▇▇▇▇ will in no way compete
with
any Events that he will be producing or in any way associated with
while
partnered with Livestar. ▇▇▇▇▇ ▇▇▇▇▇ and Coolworld agree to not
do any
competing events on the same dates as the projects discussed and
▇▇▇▇▇
▇▇▇▇▇ and Coolworld will not directly compete with any project
that ▇▇▇▇▇
▇▇▇▇▇ or Coolworld is producing or involved in with Livestar or
the Joint
Venture.▇▇▇▇▇ ▇▇▇▇▇ will not be involved with any other productions
during
the joint venture agreement unless approved by
Livestar.
|
| f. |
Livestar
will have the right of first refusal to purchase up to 50/50 ownership
of
the Event Intellectual property for the Events discussed in Section
1.
|
| g. |
Livestar
will have the right of first refusal to coordinate, produce and
market
Coolworld, Joint Venture Event and Future Joint Venture Event
Merchandise.
|
| 7. |
Joint
Venture to include a Liability section. Should any event in operation
suffer losses, Livestar, assumes risk up to amount of capital investment,
and ▇▇▇▇▇ ▇▇▇▇▇/Coolworld will assume 50% risk beyond the amount
of
investment for The Joint Venture Events and any other events produced
under the Joint Venture. This risk amount assumed by ▇▇▇▇▇ ▇▇▇▇▇/Coolworld
will be carried over against future profits owed to ▇▇. ▇▇▇▇▇/Coolworld
and will be subtracted in accordance with this agreement. These
losses
will carry over until the termination of this Memorandum.
|
| 8. |
Press
Releases.
Livestar will have the right to issue press releases regarding
this
Memorandum, Results of the Event (i.e. photos, ratings, etc.).
Livestar
will also have the right to refer to itself as the Event Production
Partner in its press releases and on its marketing materials and
website.
|
| 9. |
Other
Agreements.
Upon execution of this Memorandum the parties will if required
by Livestar
execute a Formal Joint Venture Agreement (“Agreement”) specifying with
more detail and formality the terms of this Memorandum.
|
| 10. |
Governing
Law.
This Memorandum is governed by the Laws of the State of
Nevada.
|
| 11. |
Dispute
Resolution.
Any dispute arising under this Letter of Intent shall be resolved
by
binding arbitration conducted in Las Vegas, Nevada under the rules
of the
American Arbitration Association with the prevailing party entitled
to
reimbursement of reasonable attorney’s fees and costs.
|
| 12. |
Authority.
Each of the parties represents that they have the authority to
enter into
this transaction and that such act will not be a violation of any
agreement to which they are a party. Time is of the essence for
all
transactions subject to this Memorandum.
|
| 13. |
Execution
by Facsimile.
This Memorandum may be signed by faxed counterparts which, when
taken
together, shall represent the original of this
Memorandum.
|
Agreed
and Accepted:
|
Livestar
Entertainment Events International, Inc.
|
||
|
Dated:
October 1, 2004
|
By:
|
/s/
Livestar Entertainment Events International, Inc.
|
|
Livestar
Entertainment Events International, Inc.
|
||
|
A.C.D.
Inc. d/b/a Coolworld Entertainment
|
||
|
Dated:
October 1, 2004
|
By:
|
/s/
A.C.D. Inc. d/b/a Coolworld Entertainment
|
|
A.C.D.
Inc. d/b/a Coolworld Entertainment
|
||
|
▇▇▇▇▇
▇▇▇▇▇
|
||
|
Dated:
October 1, 2004
|
By:
|
/s/
▇▇▇▇▇ ▇▇▇▇▇
|
|
▇▇▇▇▇
▇▇▇▇▇
|
||
Schedule
A
As
per
Section 2b:
Sept.
16:
$50K
Sept.
30-$100K
Oct.
14-
$100K
Oct.
25-
$50K
Addendum
to Joint Venture Deal Memorandum
This
Addendum dated October 1, 2004 is an Addendum to the Joint Venture Deal
Memorandum By and Between Livestar Entertainment Events International
Inc.
(“Livestar”) and A.C.D. Inc. d/b/a Coolworld Entertainment (“Coolworld”) dated
September 20, 2004.
The
parties agree as follows regarding the formation and structure of the
New Co.:
| 1. |
New
Co formation
|
Livestar
will form a New Co in the State of Nevada under the name Live and Cool
One Inc.
(LCOI) to be the corporation for the business to be conducted by the
parties
under the Joint Venture.
| 2. |
Directors
|
| o |
▇▇▇
▇▇▇▇▇▇▇ (from Livestar)
|
| o |
▇▇▇▇▇
▇▇▇▇▇ (from Livestar)
|
| o |
▇▇▇▇▇
▇▇▇▇▇ (from Coolworld)
|
| 3. |
Officers
|
| o |
President
- ▇▇▇ ▇▇▇▇▇▇▇
|
| o |
Secretary
- ▇▇▇▇▇ ▇▇▇▇▇
|
| o |
Treasurer
- ▇▇▇▇▇ ▇▇▇▇▇
|
| 4. |
Shareholders
-
|
| o |
Livestar
- 51%
|
| o |
Coolworld
- 49%
|
| 5. |
Dividends
from Profits will be paid out as per the following (this supercedes
Section 5d
of
the Memorandum):
|
| o |
Livestar
- 51%
|
| o |
Coolworld
- 49%
|
| 6. |
Signing
Officers on Bank Account
|
| o |
The
Company will open a Bank Account at the Bank of America. ▇▇▇▇▇
▇▇▇▇▇ and
either ▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇ will be signing officers
on the Bank
Account.
|
| 7. |
Event
Production under LCOI
|
| o |
LCOI
will produce the events mentioned in Section A of the Memorandum.
|
Agreed
and Accepted:
|
Livestar
Entertainment Events International, Inc.
|
||
| |
|
|
| Dated: October 1, 2004 | By: | /s/ Livestar Entertainment Events International, Inc. |
|
Livestar
Entertainment Events International, Inc.
|
||
| A.C.D. Inc. d/b/a Coolworld Entertainment | ||
| |
|
|
| Dated: October 1, 2004 | By: | /s/ A.C.D. Inc. d/b/a Coolworld Entertainment |
|
A.C.D. Inc. d/b/a Coolworld Entertainment |
||
| ▇▇▇▇▇ ▇▇▇▇▇ | ||
| |
|
|
| Dated: October 1, 2004 | By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ |
|
▇▇▇▇▇ ▇▇▇▇▇ |
||