Exhibit 10.7
AGREEMENT FOR SALE OF ASSETS
This Agreement for the sale of 80,000 pieces of cel art
complete with certificate of authenticy and studio seal (the "Assets") is
effective as of March 8th, 2001, by and between Premier Classic Art, Inc., 0000
Xxxxxxxx Xxxx, Xxxxxxxxxxx, X.X. 00000 ("Seller") and IBidAmerica, Inc., a
corporation of ("Buyer").
Seller has agreed to sell and Buyer has agreed to purchase the
Assets property as described in Exhibit 'A' upon the terms and conditions set
forth in this Agreement. In consideration of the mutual covenants set forth
herein, the receipt and adequacy of which are hereby acknowledged, the parties
agree as follows:
Transfer of Assets. Seller hereby sells, transfers and assigns to Buyer
all of Seller's right, title and interest in and to original cell art. Seller
expressly warrants the fitness and merchantability of the cells. Parties agree
that the closing of this transaction will be made upon representation(s) of the
seller. An independent appraisal must value the cells at a minimum of $4,000,000
which must be completed within 90 days after closing. The appraisal shall be
conducted by Appraisals by Xxxxx or other acceptable appraiser by the parties.
If the final appraisal reflects a value of less than $4,000,000, then, at the
option of the seller, additional cells will be available for a total value of
Four Million ($4,000,000) Dollars. The cells are more fully described in Exhibit
'A' of this document. Upon full execution of this Agreement, Seller agrees to
promptly transfer ownership and control of the cell art, from Seller to Buyer
effective immediately. Seller additionally agrees that Seller shall execute and
deliver, or cause to be done, executed or delivered, all such further acts,
transfers, assignments and conveyances as Buyer, its successors or assigns shall
reasonably require to assure, convey and confirm unto Buyer, its successors and
assigns, full right, title, interest and benefit in and to all assets described
herein.
Consideration. As consideration for transfer of assets, parties agree
that the current market value of these assets shall be $4,000,000. Payment to
Seller 40,000 shares of Series B Convertible Preferred Stock, $100 par value.
One Hundred Dollar per share, and whose terms and conditions are fully set out
in Exhibit "B", a true and correct copy of which is attached hereto, and
incorporated herein as if fully set forth.
Representations of Seller. Seller represents and warrants to Buyer that
Seller is the owner of the assets of Premier Classic Art, Inc. and that through
the date of transfer, Seller's ownership of the assets is free and clear of any
liens, encumbrances or claims in favor of any third parties. Seller further
represents that a resolution of the Board of Directors has authorized the sale
of Premier Classic Art, Inc. assets and Seller additionally represents and
warrants that, to the best of Seller's knowledge, transfer of the assets from
Premier Classic Art, Inc. to IBidAmerica, Inc. does not infringe on the
proprietary rights of any third parties and Seller has received no notices of
infringement or objection from any third parties with respect to the transfer of
these assets.
Assignment; Change in Control. No party shall voluntarily or by
operation of law assign, hypothecate, give, transfer, mortgage, sublet, license,
or otherwise transfer or encumber all or part of its rights, duties, or other
interests in this Agreement (collectively, "Assignment"), without the other
party's prior written consent. Any attempt to make an Assignment in violation of
this provision shall be a material default under this Agreement and any
Assignment in violation of this provision shall be null and void.
Preferred Stock. Buyer intends and Seller acknowledges that the shares
of Buyer's preferred stock issued to Seller in accordance with this Agreement
will not be registered under the Securities Act of 1933, as amended (the
"Securities Act"), or registered or qualified under any state securities law,
meaning the shares of Preferred stock will be restricted securities within the
meaning of Rule 144 promulgated under the Securities Act and that all stock
certificates shall contain a restrictive legend within the meaning of Rule 144.
In the event that the Seller's status is such that it becomes a publicly traded
Company prior to the end of the one-year Rule 144 restriction, and its Common
Stock begins trading on a nationally recognized stock exchange, Seller will use
its best efforts to register under the Securities Act the common shares
underlying the Preferred shares issued under this agreement. Terms and
conditions of the issue of the above identified stock is attached and
incorporated herein as Exhibit "B." At any time prior to the expiration of the
Preferred Shares, should the Company prepare and file any registration
statements in connection with any securities of the Company held by its
shareholders, the Company agrees to include in such registration statement the
shares underlying the Preferred Shares issued pursuant to this Agreement. The
Company shall bear all fees and expenses incurred by the Company in connection
with the preparation and filing of such registration statements. The Corporation
shall exercise the "piggy- back" rights provided for herein by giving written
notice, within ten (10) days of receipt of the Company's notice of its intention
to file a registration statement. The Company need not keep any registration
statement current for more than nine months.
Miscellaneous.
Choice of Law. This Agreement, and any dispute arising from
the relationship between the parties to this Agreement, shall be governed by
Florida law, excluding any laws that direct the application of another
jurisdiction's laws.
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Notice. Any notices required or permitted to be given
hereunder shall be given in writing and shall be delivered (a) in person, (b) by
certified mail, postage prepaid, return receipt requested, (e) by facsimile, or
(d) by a commercial overnight courier that guarantees next day delivery and
provides a receipt, and such notices shall be addressed as follows:
If to: Premier Classic Art, Inc. Xxxxxxx X. Xxxxx
President, CEO
Phone: 000-000-0000
Fax: 000-000-0000
If to: iBIDAmerica, Inc. Xxxxxx X. Xxxxxxxx
President
Phone: 000-000-0000
Fax: 000-000-0000
or to such other address as either party may from time to time specify in
writing to the other party. Any notice shall be effective only upon delivery,
which for any notice given by facsimile shall mean notice which has been
received by the party to whom it is sent as evidenced by confirmation slip.
Modification of Agreement. This Agreement may be supplemented,
amended, or modified only by the mutual agreement of the parties. No supplement,
amendment, or modification of this Agreement shall be binding unless it is in
writing and signed by all parties.
Entire Agreement. This Agreement and all other agreements,
exhibits, and schedules referred to in this Agreement constitute(s) the final,
complete, and exclusive statement of the terms of the agreement between the
parties pertaining to the subject matter of this Agreement and supersedes all
prior and contemporaneous understandings or agreements of the parties. This
Agreement may not be contradicted by evidence of any prior or contemporaneous
statements or agreements. No party has been induced to enter into this Agreement
by, nor is any party relying on, any representation, understanding, agreement,
commitment or warranty outside those expressly set forth in this Agreement.
Severability of Agreement. If any term or provision of this
Agreement is determined to be illegal, unenforceable, or invalid in whole or in
part for any reason, such illegal, unenforceable, or invalid provisions or part
thereof shall be stricken from this Agreement, and such provision shall not
affect the legality, enforceability, or validity of the remainder of this
Agreement. If any provision or part thereof of this Agreement is stricken in
accordance with the provisions of this section, then this stricken provision
shall be replaced, to the extent possible, with a legal, enforceable, and valid
provision that is as similar in tenor to the stricken provision as is legally
possible.
Separate Writings and Exhibits. The following attached
exhibits (A & B) constitute a part of this Agreement and are incorporated into
this Agreement by this reference: Exhibit "A" Physical Description of Cell Art
and Exhibit k"B" Convertible Preferred Stock. Should any inconsistency exist or
arise between a provision of this Agreement and a provision of any exhibit,
schedule, or other incorporated writing, the provision of this Agreement shall
prevail.
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Time of the Essence. Time is of the essence in respect to all
provisions of this Agreement that specify a time for performance; provided,
however, that the foregoing shall not be construed to limit or deprive a party
of the benefits of any grace or use period allowed in this Agreement.
Ambiguities. Each party and its counsel have participated
fully in the review and revision of this Agreement. Any rule of construction to
the effect that ambiguities are to be resolved against the drafting party shall
not apply in interpreting this Agreement. The language in this Agreement shall
be interpreted as to its fair meaning and not strictly for or against any party.
Waiver. No waiver of a breach, failure of any condition, or
any right or remedy contained in or granted by the provisions of this Agreement
shall be effective unless it is in writing and signed by the party waiving the
breach, failure, right, or remedy. No waiver of any breach, failure, right, or
remedy, whether or not similar, nor shall any waiver constitute a continuing
waiver unless the writing so specifies.
Headings. The headings in this Agreement are included for
convenience only and shall neither affect the construction or interpretation of
any provision in this Agreement nor affect any of the rights or obligations of
the parties to this Agreement.
Necessary Acts, Further Assurances. The parties shall at their
own cost and expense execute and deliver such further documents and instruments
and shall take such other actions as may be reasonably required or appropriate
to evidence or carry out the intent and purposes of this Agreement.
Execution. This Agreement may be executed in counterparts and
by fax.
Consent to Jurisdiction and Forum Selection. The parties
hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated exclusively in the State and Federal
courts located in the County of Orange, State of Florida. The aforementioned
choice of venue is intended by the parties to be mandatory and not permissive in
nature, thereby precluding the possibility of litigation between the parties
with respect to or arising out of this Agreement in any jurisdiction other than
that specified in this paragraph. Each party hereby waives any right it may have
to assert the doctrine of forum non conveniens or similar doctrine or to object
to venue with respect to any proceeding brought in accordance with this
paragraph, and stipulates that the State and Federal courts located in the
County of Orange, State of Florida shall have in personam jurisdiction and venue
over each of them for the purpose of litigating any dispute, controversy, or
proceeding arising out of or related to this Agreement. Each party hereby
authorizes and accepts service of process sufficient for personal jurisdiction
in any action against it as contemplated by this paragraph by registered or
certified mail, return receipt requested, postage prepaid, to its address for
the giving of notices as set forth in this Agreement. Any final judgment
rendered against a party in any action or proceeding shall be conclusive as to
the subject of such final judgment and may be enforced in other jurisdictions in
any manner provided by law.
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Representation on Authority of Parties/Signatories. Each person signing
this Agreement represents and warrants that he or she is duly authorized and
has legal capacity to execute and deliver this Agreement. Each party represents
and warrants to the other that the execution and delivery of the Agreement and
the performance of such party's obligations hereunder have been duly authorized
and that the Agreement is a valid and legal agreement binding on such party and
enforceable in accordance with its terms.
IN WITNESS WHEREOF, the parties have signed as of the date set
forth above.
SELLER:
/s/ Xxxxxxx X. Xxxxx
-----------------------------------
PREMIER CLASSIC ART, INC.
Xxxxxxx X. Xxxxx
President
BUYER:
/s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
IBIDAMERICA, INC.
By: Xxxxxx X. Xxxxxxxx
It's: President
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Exhibit "A"
Physical Description of Cell Art
Cell Art Description Number Cells
SHE RA The Princess of Power 10,000
He Man Master of the Universe 10,000
The Ewoks from Star Wars 10,000
The Real Ghostbusters/Slimer 10,000
Back to the Future 10,000
Beethoven 10,000
Flash Xxxxxx 10,000
Xxxxxx Duvol's Bedtime Stories 10,000
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Exhibit "B"
Preferred Stock Term Sheet
As to preferred stock issued to Premier Classic Art, Inc.
1. 8% cumulative dividend payable quarterly in cash or in kind at
option of the company
2. During the first 2 years after closing, the $4,000,000 of Series B
Convertible Preferred Stock, $100 par value, shall convert into
common stock at a 20% discount to average closing common stock price
for the prior 10 days trading with a floor of $1 and a ceiling of
$2.
3. After (2) years of closing; remaining $4,000,000 preferred stock
shall be convertible into common stock at 80% of average closing
price for previous 10 days trading with a ceiling price of $2.
Additional conditions: The company shall have until October 12, 2001 to become a
publicly traded stock on an organized exchange such as NASDAQ. If the company
fails to gain such status, a penalty of 1% will be awarded to holder for each
month until listing, not to exceed 90 additional days. There will be a 2%
penalty per month assessed after the 90 additional days up to twelve (12) months
at which time the stock is callable
