EXHIBIT 7.1
STOCK REDEMPTION AGREEMENT
This AGREEMENT (the "Agreement"), dated as of this 26th day of June, 2001, by
and between WOW Entertainment, Inc., a Delaware corporation ("Entertainment"),
Women of Wrestling, Inc., Xxxxx X. XxXxxx ( "XxXxxx") and Xxxxx XxXxxx
Enterprises, Inc.
W I T N E S S E T H :
WHEREAS, McLane owns 19,007,585 common shares in Entertainment;
WHEREAS, McLane has agreed to sell all of his common shares in Entertainment as
described below; and
WHEREAS, the Board of Directors of Entertainment has approved and adopted this
Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements,
provisions and conditions contained herein, and for other good and valuable
consideration, the adequacy and receipt of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the following terms shall have the following
meanings, unless the context shall otherwise require:
(a) Entertainment Common Stock shall mean the 19,007,585 shares of Common
Stock, $0.01 par value, of Entertainment, owned by McLane.
(b) Closing shall mean the consummation of the sale in accordance with the
provisions hereof to be held on or before June 26, 2001 unless changed
by the mutual agreement of the parties hereto.
ARTICLE II
REDEMPTION OF ENTERTAINMENT COMMON STOCK
At Closing, Entertainment shall pay to McLane the sum of Thirty Thousand Eight
Hundred Thirty Five Dollars and 01/100 ($30,835.01). In addition, Entertainment
shall promptly reimburse McLane for any federal or state income taxes resulting
from the redemption of the Entertainment Common Stock. Prior to a request for
reimbursement, McLane shall provide Entertainment with appropriate documentation
evidencing the tax liability. In the event it is proposed to value the
Entertainment Common Stock at a price in excess of Thirty Thousand Eight Hundred
Thirty Five Dollars and 01/100 ($30,835.01), McLane shall consult with the tax
advisors designated by Entertainment. McLane shall not use or agree to any
valuation in excess of Thirty Thousand Eight Hundred Thirty Five Dollars and
01/100 ($30,835.01) without the prior approval of Entertainment's tax advisors.
If it is necessary to contest such valuation, McLane shall consent to be
represented by the tax advisors designated by Entertainment.
At Closing, McLane shall surrender to Entertainment, certificates representing
the Entertainment Common Stock, which certificates shall be duly endorsed on the
reverse side thereof by McLane or attached to appropriate stock powers.
ARTICLE III
RESIGNATION
At Closing, XxXxxx shall tender his resignation as an employee and director of
Entertainment, Women of Wrestling, Inc. and WOW Women of Wrestling Music I, Inc.
The resignation shall be effective at Closing.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF MCLANE
The following representations and warranties are hereby made by McLane to
Entertainment:
4.01 Authorization. McLane has full power and authority to enter into this
Agreement and to carry out the transaction contemplated herein. This
Agreement constitutes the valid and legally binding obligation of
McLane, enforceable in accordance with its terms and conditions.
4.02 Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby
and thereby, will (a) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge or other
restriction of any government, governmental entity, or court to which
McLane is subject or (b) conflict with, result in a breach of,
constitute a default under, result in the acceleration of, create in any
party the right to accelerate, terminate, modify or cancel, or require
any notice under any agreement, contract, lease, license, instrument or
other arrangement to which McLane is a party.
4.03 Entertainment Shares. McLane holds of record and owns beneficially
19,007,585 shares of Entertainment common stock, free and clear of any
restrictions on transfer (other than any restrictions under the
Securities Act and state securities laws) encumbrances, security
interests, options, warrants, purchase rights, contracts, commitments
and/or equities. McLane is not a party to any option, warrant, purchase
right or other contract or commitment that could require McLane to sell,
transfer or otherwise dispose of any common stock of Entertainment
(other than this Agreement). McLane is not a party to any voting trust,
proxy or other agreement or understanding with respect to the voting of
any common stock of Entertainment (other than this Agreement).
4.04 Accredited Investor. McLane is an "accredited investor" as that term is
defined in Regulation D of the Securities Act and has sufficient
knowledge and experience in financial and business matters that he is
capable of evaluating the merits and risks of the transaction
contemplated by this Agreement and making an informed business decision.
4.05 No Brokerage Fees. No agent, broker, investment banker, person or firm
acting on behalf of McLane to the best of his knowledge, is or will be
entitled to any broker's or finder's fee or any other commission or fee,
directly or indirectly, in connection with any of the transactions
contemplated hereby.
4.06 Representations True. No representation or warranty contained herein,
nor any statement or certificate furnished hereunder or in connection
herewith, contains or will contain any untrue statement of a material
fact or omits or will omit to state a material fact necessary to make
the statements contained herein or therein not misleading.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF ENTERTAINMENT
The following representations and warranties are hereby made by Entertainment to
McLane:
5.01 Organization; Authorization. Entertainment is a corporation duly
organized, validly existing and in good standing under the laws of its
state of incorporation and has full power and authority to enter into
this Agreement and to carry out the transaction contemplated herein.
This Agreement constitutes the valid and legally binding obligation of
Entertainment, enforceable in accordance with the terms and conditions.
5.02 Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby
and thereby, will (a) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge or other
restriction of any government, governmental entity, or court to which
Entertainment is subject or (b) conflict with, result in a breach of,
constitute a default under, result in the acceleration of, create in any
party the right to accelerate, terminate, modify or cancel, or require
any notice under any agreement, contract, lease, license, instrument or
other arrangement to which Entertainment is a party.
5.03 No Brokerage Fees. No agent, broker, investment banker, person or firm
acting on behalf of it to the best of its knowledge, is or will be
entitled to any broker's or finder's fee or any other commission or fee,
directly or indirectly, in connection with any of the transactions
contemplated hereby.
5.04 Representations True. No representation or warranty contained herein,
nor any statement or certificate furnished hereunder or in connection
herewith, contains or will contain any untrue statement of a material
fact or omits or will omit to state a material fact necessary to make
the statements contained herein or therein not misleading.
ARTICLE VI
RELEASE
XxXxxx and XxXxxx Enterprises, Inc. hereby forever RELEASE and DISCHARGE
Entertainment, Women of Wrestling, Inc., their officers, shareholders,
directors, employees, agents, affiliates and assigns, and all other persons,
firms or corporations liable or who might be liable, none of whom admit any
liability to McLane and/or McLane Enterprises, Inc., but all dispute any
liability to McLane and/or McLane Enterprises, Inc., of and from any and all
manner of actions, causes of action, suits, accounts, contracts, debts, claims,
and demands whatsoever, at law or at equity that he/it may have against
Entertainment, Women of Wrestling, Inc., their officers, shareholders,
directors, employees, agents, affiliates and assigns; excluding, however, any
claims XxXxxx and/or XxXxxx Enterprises, Inc., may have against Entertainment
and/or Women of Wrestling, Inc. as a result of a breach of this Agreement.
It is further understood and agreed that this Release extends to all claims of
every nature and kind whatsoever, known or unknown, suspected or unsuspected
(excluding, however, any claims resulting from a breach of this Agreement by
Entertainment and/or Women of Wrestling, Inc.), and that XxXxxx and XxXxxx
Enterprises, Inc. are executing this Release upon the advice and with the
consent of his/its own counsel and on no representations of the parties released
or its counsel.
Entertainment and Women of Wrestling, Inc. hereby forever RELEASE and DISCHARGE
XxXxxx, XxXxxx Enterprises, Inc., their officers, shareholders, directors,
employees, agents, affiliates and assigns, and all other persons, firms or
corporations liable or who might be liable, none of whom admit any liability to
Entertainment and/or Women of Wrestling, Inc., but all dispute any liability to
Entertainment and/or Women of Wrestling, Inc., of and from any and all manner of
actions, causes of action, suits, accounts, contracts, debts, claims, and
demands whatsoever, at law or at equity that it may have against XxXxxx, XxXxxx
Enterprises, Inc., their officers, shareholders, directors, employees, agents,
affiliates and assigns; excluding, however, any claims Entertainment and/or
Women of Wrestling, Inc. may have against McLane and/or McLane Enterprises, Inc.
as a result of a breach of this Agreement.
It is further understood and agreed that this Release extends to all claims of
every nature and kind whatsoever, known or unknown, suspected or unsuspected
(excluding, however, any claims resulting from a breach of this Agreement by
McLane and/or McLane Enterprises, Inc.), and that Entertainment and Women of
Wrestling, Inc. are executing this Release upon the advice and with the consent
of its own counsel and on no representations of the party released or his/its
counsel.
ARTICLE VII
MISCELLANEOUS
7.01 Survival. All agreements, representations and warranties made hereunder
or in connection with the transactions contemplated hereby shall survive
the Closing and remain effective in accordance with the terms hereof
regardless of any investigation at any time made by or on behalf of any
of the parties.
7.02 Assignment. This Agreement may not be assigned nor any of the
performances hereunder delegated by operation of law or otherwise by any
party hereto, and any purported assignment or delegation shall be void.
7.03 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors,
legal representatives, assigns and transferors.
7.04 Entire Agreement. This Agreement constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof. The Memorandum
of Understanding Relating to WOW Entertainment, Inc. dated on or about
March 2, 2001 is hereby terminated and shall have no further force or
effect. There are no representations, warranties, conditions or other
obligations except as specifically provided. Any waiver, amendment or
modification hereof must be in writing. A waiver in one instance shall
not be deemed to be a continuing waiver or waiver in any other instance.
7.05 Arbitration. Any and all disputes, claims and controversies arising
under or by reason of this agreement shall be settled by arbitration in
accordance with the rules of the American Arbitration Association and
any award rendered in such arbitration shall be binding and conclusive
upon the parties. The arbitrators may decree specific performance or
grant injunctions or any other equitable relief deemed proper by the
arbitrators under the circumstances. Such arbitration shall be held in
Indianapolis, Indiana. Judgment on any award may be entered and enforced
in any court located in Indianapolis, Indiana.
7.06 Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Indiana.
7.07 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This
Agreement may be deemed executed upon receipt of a facsimile copy
bearing signatures of the parties, provided that a complete document
bearing original signatures is assembled within five business days of
such execution.
7.08 Effective Date. The Effective date of the Closing shall be June 26,
2001.
7.09 Independence. The negotiation and execution of this Agreement by the
parties hereto is independent of the negotiation and/or execution of any
other agreement between the parties including but not limited to the
negotiation and/or execution of a license agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
WOW ENTERTAINMENT, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, CEO
WOMEN OF WRESTLING, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, CEO
XXXXX XXXXXX ENTERPRISES, INC.
By: /s/ Xxxxx X. XxXxxx
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Xxxxx X. XxXxxx, President
/s/ Xxxxx X. XxXxxx
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Xxxxx X. XxXxxx, Individually
