AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES BY AND AMONG OEF CORPORATE SOLUTIONS, INC., CERTAIN STOCKHOLDERS OF OEF CORPORATE SOLUTIONS, INC., GOODTIME ACTION AMUSEMENT PARTNERS, L.P. THE HOLDERS OF PARTNERSHIP INTERESTS OF GOODTIME ACTION...
CONCERNING
THE EXCHANGE OF SECURITIES
BY
AND AMONG
OEF
CORPORATE SOLUTIONS,
INC.,
CERTAIN
STOCKHOLDERS OF OEF CORPORATE SOLUTIONS, INC.,
GOODTIME
ACTION AMUSEMENT PARTNERS, L.P.
THE
HOLDERS OF PARTNERSHIP INTERESTS OF
GOODTIME
ACTION AMUSEMENT PARTNERS, L.P.
AND
THE
HOLDERS OF MEMBERSHIP INTERESTS OF
AMUSEMENT
INNOVATION PARTNERS, LLC
INDEX
Page
|
||
ARTICLE
I Exchange of Securities
|
1
|
|
1.1
|
Issuance
of Securities.
|
1
|
1.2
|
Exemption
from Registration.
|
2
|
ARTICLE
II Representations and Warranties of Goodtime
|
2
|
|
2.1
|
Organization.
|
2
|
2.2
|
Capitalization.
|
2
|
2.3
|
Subsidiaries.
|
2
|
2.4
|
General
Partner.
|
2
|
2.5
|
Financial
Statements.
|
2
|
2.6
|
Absence
of Changes.
|
3
|
2.7
|
Absence
of Undisclosed Liabilities.
|
3
|
2.8
|
Tax
Returns.
|
3
|
2.9
|
Compliance
with Laws.
|
3
|
2.10
|
Litigation.
|
3
|
2.11
|
Authority.
|
3
|
2.12
|
Ability
to Carry Out Obligations.
|
4
|
2.13
|
Full
Disclosure.
|
4
|
2.14
|
Criminal
or Civil Acts.
|
4
|
2.15
|
Restricted
Securities.
|
4
|
ARTICLE
III Representations and Warranties of OEF
|
4
|
|
3.1
|
Organization.
|
4
|
3.2
|
Capital.
|
4
|
3.3
|
Subsidiaries.
|
5
|
3.4
|
Directors
and Officers.
|
5
|
3.5
|
SEC
Filings.
|
5
|
3.6
|
Financial
Statements.
|
5
|
3.7
|
Absence
of Changes.
|
6
|
3.8
|
Absence
of Undisclosed Liabilities.
|
6
|
3.9
|
Tax
Returns.
|
6
|
3.10
|
Compliance
with Laws.
|
6
|
3.11
|
Litigation.
|
6
|
3.12
|
Authority.
|
7
|
3.13
|
Ability
to Carry Out Obligations.
|
7
|
3.14
|
Full
Disclosure.
|
7
|
3.15
|
Material
Contracts.
|
7
|
3.16
|
Criminal
or Civil Acts.
|
7
|
3.17
|
Prior
Issuances of Stock; Operational History.
|
7
|
3.18
|
Environmental
Matters.
|
7
|
INDEX
(Continued)
Page
|
||
ARTICLE
IV Covenants Prior to the Closing Date
|
7
|
|
4.1
|
Investigative
Rights.
|
7
|
4.2
|
Conduct
of Business.
|
8
|
4.3
|
Confidential
Information.
|
8
|
4.4
|
Notice
of Non-Compliance.
|
8
|
ARTICLE
V Conditions Precedent to OEF’s Performance
|
8
|
|
5.1
|
Conditions.
|
8
|
5.2
|
Accuracy
of Representations.
|
8
|
5.3
|
Performance.
|
9
|
5.4
|
Absence
of Litigation.
|
9
|
5.5
|
Officer’s
Certificate.
|
9
|
5.6
|
Corporate
Action.
|
9
|
5.7
|
Equity
Financing.
|
9
|
ARTICLE
VI Conditions Precedent to Goodtime’s Performance
|
9
|
|
6.1
|
Conditions.
|
9
|
6.2
|
Accuracy
of Representations.
|
9
|
6.3
|
Performance.
|
9
|
6.4
|
Absence
of Litigation.
|
9
|
6.5
|
Officer’s
Certificate.
|
10
|
6.6
|
Payment
of Liabilities.
|
10
|
6.7
|
Directors
of OEF.
|
10
|
6.8
|
Officers
of OEF.
|
10
|
6.9
|
Completion
of Reverse Stock Split by OEF.
|
10
|
ARTICLE
VII Closing
|
10
|
|
7.1
|
Closing.
|
10
|
ARTICLE
VIII Miscellaneous
|
11
|
|
8.1
|
Captions
and Headings.
|
11
|
8.2
|
No
Oral Change.
|
11
|
8.3
|
Non-Waiver.
|
11
|
8.4
|
Time
of Essence.
|
11
|
8.5
|
Entire
Agreement.
|
11
|
8.6
|
Choice
of Law.
|
11
|
8.7
|
Counterparts.
|
11
|
8.8
|
Notices.
|
11
|
8.9
|
Binding
Effect.
|
12
|
8.10
|
Mutual
Cooperation.
|
12
|
8.11
|
Finders.
|
12
|
ii
INDEX
(Continued)
Page
|
||
8.12
|
Announcements.
|
12
|
8.13
|
Expenses.
|
12
|
8.14
|
Survival
of Representations and Warranties.
|
12
|
8.15
|
Indemnification.
|
12
|
8.16
|
Exhibits
and Schedules.
|
13
|
8.17
|
Legal
Counsel.
|
13
|
8.18
|
Termination,
Amendment and Waiver.
|
14
|
iii
INDEX
(Continued)
EXHIBITS
|
|
Allocation
of Securities
|
Exhibit 1.1
|
Subscription
Agreement
|
Exhibit
1.2
|
SCHEDULES
|
|
Subsidiaries
of Goodtime
|
Schedule
2.3
|
Financial
Statements of Goodtime
|
Schedule
2.5
|
Undisclosed
Liabilities of Goodtime
|
Schedule
2.7
|
Financial
Statements of OEF
|
Schedule
3.5
|
Undisclosed
Liabilities of OEF
|
Schedule
3.7
|
Material
Contracts of OEF
|
Schedule
3.14
|
i
AGREEMENT
made this 4th
day of
October, 2006, by and among OEF
CORPORATE SOLUTIONS, INC.,
a
Nevada corporation (“OEF”),
GOODTIME
ACTION AMUSEMENT PARTNERS, LP,
a Texas
limited partnership (“Goodtime”),
the
holders of partnership interests of Goodtime who are listed on Exhibit 1.1
hereto and have executed Subscription Agreements in the form attached in Exhibit
1.2, hereto (the “Goodtime
Interest Holders”),
the
holders of membership interests of Amusement Innovation Partners, LLC, a Texas
limited liability company and general partner of Goodtime (“AIP”),
who
are listed on Exhibit 1.1 hereto and have executed Subscription Agreements
in
the form attached in Exhibit 1.2, hereto (the “AIP
Interest Holders”),
and
the stockholder of OEF listed on the signature pages hereto (the “Major
Stockholder”).
WHEREAS,
OEF desires to acquire all of the issued and outstanding limited partnership
interests of Goodtime from the Goodtime Interest Holders and all of the
outstanding membership interests of AIP from the AIP Interest Holders in
exchange for newly issued unregistered shares of common stock of OEF;
WHEREAS,
Goodtime desires to assist OEF in acquiring all of the issued and outstanding
limited partnership interests of Goodtime and all of the issued and outstanding
membership interests of AIP pursuant to the terms of this Agreement;
and
WHEREAS,
all of the Goodtime Interest Holders and AIP Interest Holders, by execution
of
Exhibit 1.2 hereto, agree to exchange all interests they hold in Goodtime and
AIP, as applicable, for an aggregate 7,623,580 common shares of
OEF.
NOW,
THEREFORE, in consideration of the mutual promises, covenants and
representations contained herein, THE PARTIES HERETO AGREE AS
FOLLOWS:
ARTICLE
I
Exchange
of Securities
1.1
|
Issuance
of Securities
|
(a) Subject
to the terms and conditions of this Agreement, OEF agrees to issue and exchange
7,623,580 fully paid and nonassessable unregistered shares of OEF’s $.001 par
value common stock (the “OEF
Shares”)
for
all issued and outstanding limited partnership interests of Goodtime and
membership interests of AIP (collectively, the “Goodtime
Interests”)
held
by the Goodtime Interest Holders and AIP Interest Holders (together, the
“Interest
Holders”).
All
OEF common stock will be issued directly to the Interest Holders on the Closing
Date, pursuant to the schedule set forth in Exhibit
1.1,
and
will be free and clear of any and all liens, claims and encumbrances arising
by
or through OEF.
(b) Prior
to
the effectiveness of the resale registration statement filed with respect to
the
shares sold in the offering described in Section 5.7, in the event that OEF
issues additional shares in the offering described in Section 5.7 such that
the
Existing OEF Stockholders (as defined in Section 8.16) hold less than an
aggregate 3.5% of all issued and outstanding common stock of OEF on a fully
diluted basis, then OEF shall issue to the Existing OEF Stockholders additional
shares of common stock of OEF on a pro rata basis so that the Existing OEF
Stockholders shall own 3.5% of all issued and outstanding shares of common
stock
of OEF on a fully diluted basis.
1.2 Exemption
from Registration. The
parties hereto intend that all OEF common stock to be issued to the Interest
Holders shall be exempt from the registration requirements of the Securities
Act
of 1933, as amended (the “Securities
Act”),
pursuant to Section 4(2) and/or Regulation D of the Securities Act and rules
and
regulations promulgated thereunder. In furtherance thereof, each of the Interest
Holders will execute and deliver to OEF on the closing date of this Agreement
(the “Closing
Date”)
a copy
of the Subscription Agreement set forth in Exhibit
1.2
hereto.
ARTICLE
II
Representations
and Warranties of Goodtime
Goodtime
hereby represents and warrants to OEF that:
2.1 Organization. Each
of
Goodtime and AIP is duly organized and validly existing under the laws of Texas,
has all necessary powers to own its properties and to carry on its business
as
now owned and operated by it, and is duly qualified to do business and is in
good standing in each of the states where its business requires qualification.
2.2 Capitalization. The
Goodtime Interest Holders own 99.99% of the partnership interest of Goodtime
as
limited partners. The AIP Interest Holders own 100% of the membership interests
of AIP, and AIP owns 0.01% of the partnership interest of Goodtime as general
partner. There are no outstanding subscriptions, options, rights, warrants,
debentures, instruments, convertible securities or other agreements or
commitments obligating Goodtime or AIP to issue any additional interest. The
Goodtime Interests and AIP Interests are allocated as set forth on Exhibit
1.1
hereto.
2.3 Subsidiaries. Goodtime
owns the interests in the entities set forth on Schedule 2.3 and does not have
any other subsidiaries or own any other interest in any other
enterprise.
2.4 General
Partner. AIP
is
the general partner of Goodtime. The managers of AIP are Xxxxxx Xxxxxx, Xxxx
Xxxxx, Xxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxxxxx XxXxxxxxx,
Xxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx
and
Xxxx X. Xxxxxxxxx. The officers of Goodtime as of the date of this Agreement
are
Xxx Xxxxxxxx, President and Xxxxxxxxxxx Xxxxxxx, Secretary.
2.5 Financial
Statements. Schedule
2.5
hereto
contains the audited consolidated financial statements of Goodtime and its
subsidiaries for the year ended October 30, 2005 and unaudited consolidated
financial statements of Goodtime and its subsidiaries for the three months
ended
July 30, 2006 (the “Goodtime
Financial Statements”).
The
Goodtime Financial Statements have been prepared in accordance with generally
accepted accounting principles and practices consistently followed by Goodtime
throughout the periods indicated, and fairly present (subject, in the case
of
unaudited statements, to recurring audit adjustments normal in nature and
amount), in all material respects, the financial position and the results of
operations, cash flows and changes in equity of Goodtime as of the respective
dates or for the respective fiscal periods therein set forth.
2
2.6 Absence
of Changes. Since
July 30, 2006 there has not been any material adverse change in the financial
condition or operations of Goodtime, except as contemplated in this Agreement.
As used in this Agreement, the terms “material adverse change” and “material
adverse effect” mean: any change or effect (or development that, insofar as can
be reasonably foreseen, is likely to result in any change or effect) that causes
substantial increase or diminution in the business, properties, assets,
condition (financial or otherwise) or results of operations of a party and
its
subsidiaries, considered as a whole. Taken as a whole, material change shall
not
include changes in national or international economic conditions or industry
conditions generally; changes or possible changes in statutes and regulations
applicable to a party; or the loss of employees, customers or suppliers by
a
party as a direct or indirect consequence of any announcement relating to this
transaction.
2.7 Absence
of Undisclosed Liabilities. Except
as
set forth on Schedule
2.7,
as of
July 30, 2006 Goodtime did not have any material debt, liability or obligation
of any nature, whether accrued, absolute, contingent or otherwise, and whether
due or to become due, that is not reflected in the Goodtime Financial
Statements.
2.8 Tax
Returns. Goodtime
has filed all federal, state and local tax returns required by law and has
paid
all taxes, assessments and penalties due and payable. The provisions for taxes,
if any, reflected in Schedule
2.5
are
adequate for the periods indicated. There are no present disputes as to taxes
of
any nature payable by Goodtime.
2.9 Compliance
with Laws. To
the
best of Goodtime’s knowledge, Goodtime has complied with, and is not in
violation of, applicable federal, state or local statutes, laws and regulations,
including federal and state securities laws, except where such non-compliance
would not have a material adverse effect.
2.10
Litigation. Goodtime
is not a defendant in any suit, action, arbitration or legal, administrative
or
other proceeding, or governmental investigation which is pending or, to the
best
knowledge of Goodtime, threatened against or affecting Goodtime or its business,
assets or financial condition. Goodtime is not in default with respect to any
order, writ, injunction or decree of any federal, state, local or foreign court,
department, agency or instrumentality applicable to it. Goodtime is not engaged
in any material litigation to recover monies due to it.
2.11
Authority. Goodtime
and the Interest Holders have authorized the execution of this Agreement and
the
consummation of the transactions contemplated herein, and Goodtime has full
power and authority to execute, deliver and perform this Agreement, and this
Agreement is a legal, valid and binding obligation of Goodtime and is
enforceable in accordance with its terms and conditions. By execution of
Exhibit
1.2,
all of
the Interest Holders have agreed to and have approved the terms of this
Agreement.
3
2.12
Ability
to Carry Out Obligations. The
execution and delivery of this Agreement by Goodtime and the performance by
Goodtime of its obligations hereunder in the time and manner contemplated will
not cause, constitute or conflict with or result in (a) any breach or violation
of any of the provisions of or constitute a default under any license,
indenture, mortgage, instrument, article of incorporation, bylaw, or other
agreement or instrument to which Goodtime is a party, or by which it may be
bound, nor will any consents or authorizations of any party other than those
hereto be required, (b) an event that would permit any party to any agreement
or
instrument to terminate it or to accelerate the maturity of any indebtedness
or
other obligation of Goodtime, or (c) an event that would result in the creation
or imposition of any lien, charge or encumbrance on any asset of Goodtime,
except, in each instance, as would not have a material adverse
effect.
2.13
Full
Disclosure. None
of
the representations and warranties made by Goodtime herein or in any exhibit,
certificate or memorandum furnished or to be furnished by Goodtime, or on its
behalf, contains or will contain any untrue statement of material fact or omit
any material fact the omission of which would be misleading in light of the
circumstances in which they were made.
2.14
Criminal
or Civil Acts. For
the
period of five years prior to the execution of this Agreement, no executive
officer, director, partner or equity holder of Goodtime has been convicted
of a
felony crime, filed for personal bankruptcy, been the subject of a SEC or NASD
judgment or decree, or is currently the subject to any investigation in
connection with a felony crime or SEC or NASD proceeding.
2.15
Restricted
Securities. Goodtime
and each Goodtime Holder, by execution of this Agreement and of Exhibit
1.2,
acknowledge that all of the OEF Shares issued by OEF are restricted securities
and none of such securities may be sold or publicly traded except in accordance
with the provisions of the Securities Act.
ARTICLE
III
Representations
and Warranties of OEF
OEF
and
the Major Stockholder jointly and severally represent and warrant to Goodtime
and the Interest Holders that:
3.1 Organization. OEF
is a
corporation duly organized, validly existing and in good standing under the
laws
of Nevada, has all necessary corporate powers to carry on its business, and
is
duly qualified to do business and is in good standing in each of the states
where its business requires qualification.
3.2 Capital. The
authorized capital stock of OEF consists of 50,000,000 shares of $.001 par
value
common stock, of which 336,420 shares of common stock will be issued and
outstanding on the Closing Date. All of OEF’s shares of outstanding common stock
are, and the OEF Shares when issued in accordance with the terms hereof will
be,
duly and validly issued, fully paid and nonassessable shares of common stock
of
OEF. There are no preemptive rights or outstanding subscriptions, options,
rights, warrants, debentures, instruments, convertible securities or other
agreements or commitments obligating OEF to issue any additional shares of
its
capital stock or any securities or instruments convertible into, or exercisable
or exchangeable for, any class of capital stock of OEF.
4
3.3 Subsidiaries. OEF
does
not have any subsidiaries or own any interest in any other
enterprise.
3.4 Directors
and Officers. Xxxxxxx
Xxxxxxxxx is the sole officer and director OEF.
3.5 SEC
Filings. OEF
has
timely filed with the SEC all forms and other documents (including exhibits
and
other information incorporated therein) required to be filed by it since January
1, 2002 (such documents, the “OEF
SEC Documents”),
including (i) its Annual Reports on Form 10-K for the years ended December
31,
2002, December 31, 2003, December 31, 2004 and December 31, 2005, respectively,
(ii) its Quarterly Report on Form 10-Q for the period ended Xxxxx 00, 0000,
(xxx) all proxy statements relating to meetings of stockholders of OEF since
January 1, 2002 (in the form mailed to stockholders), and (iv) all other forms,
reports and registration statements required to be filed by OEF with the SEC
since January 1, 2002. As of their respective dates, the OEF SEC Documents,
including the financial statements and schedules provided therein or
incorporated by reference therein, (x) did not contain any untrue statement
of a
material fact or omit to state a material fact required to be stated therein
or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading and (y) complied in all material
respects with the applicable requirements of the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder (the
“Exchange
Act”),
the
Securities Act, and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and
regulations promulgated thereunder (“SOX”),
as
the case may be.
3.6 Financial
Statements. The
balance sheet of OEF and the related statements of income, changes in
stockholders’ equity and cash flows (including, in each case, the related notes,
where applicable) for the year ended December 31, 2005 and the three-month
period ended June 30, 2006 (the “OEF
Financial Statements”),
as
reported in OEF’s Annual Report on Form 10-K for the fiscal year ended December
31, 2005 and OEF’s Quarterly Report on Form 10-Q for the three-month period
ended June 30, 2006, respectively, filed with the SEC under the Exchange Act,
fairly present, and the financial statements to be filed by OEF with the SEC
after the date of this Agreement will fairly present (subject, in the case
of
unaudited statements, to recurring audit adjustments normal in nature and
amount), in all material respects, the financial position and the results of
the
operations, cash flows and changes in stockholders’ equity of OEF as of the
respective dates or for the respective fiscal periods therein set forth; each
of
such statements (including the related notes, where applicable) complies, and
the financial statements to be filed by OEF with the SEC after the date of
this
Agreement will comply, with applicable accounting requirements and with the
published rules and regulations of the SEC with respect thereto; and each of
such statements (including the related notes, where applicable) has been, and
the financial statements to be filed by OEF with the SEC after the date of
this
Agreement will be, prepared in accordance with generally accepted accounting
principles (“GAAP”)
consistently applied during the periods involved, except as indicated in the
notes thereto or, in the case of unaudited statements, as permitted by Form
10-Q. The books and records of OEF have been, and are being, maintained in
accordance with GAAP and any other applicable legal and accounting requirements
and reflect only actual transactions. Xxxxxxx Accounting is an independent
public accounting firm with respect to OEF and has not resigned or been
dismissed as independent public accountants of OEF.
5
3.7 Absence
of Changes. Since
June 30, 2006, there has not been any material adverse change in the financial
condition or operations of OEF, except as contemplated in this Agreement.
3.8 Absence
of Undisclosed Liabilities. Except
as
set forth on Schedule
3.7,
OEF
does not have any debt, liability or obligation of any nature, whether accrued,
absolute, contingent or otherwise, and whether due or to become due, that is
not
reflected in the OEF Financial Statements.
3.9 Tax
Returns. OEF
has
filed all Tax Returns (as hereafter defined) which are required to be filed
(all
such returns being true, correct and complete in all material respects) and
has
paid all Taxes (as hereafter defined) shown to be due on such Tax Returns,
and
all monies required to be collected as sales or similar Taxes or to be withheld
by OEF from its employees for income Taxes and social security and other payroll
Taxes have been collected or withheld, and either paid to the respective taxing
authorities, set aside in accounts for such purpose, or accrued, reserved
against and entered upon OEF’s books. Any Taxes in respect of the period since
December 31, 2005 have arisen in the ordinary course of business. There are
no
ongoing audits or examinations of any of the Tax Returns of OEF, nor has OEF
been notified by any governmental authority that any such audit is contemplated
or pending. No governmental authority is now asserting or threatening to assert
against OEF any deficiency or claim for additional Taxes. No extension of time
with respect to any date on which a Tax Return was or is to be filed by OEF
is
in force, and no waiver agreement by OEF is in force for the extension of time
for the assessment or payment of any Taxes. There are no liens for Taxes upon
any of the assets of OEF other than Liens for Taxes not yet due or payable.
For
purposes of this Agreement, “Taxes”
shall
mean federal, state, local or foreign income, gross receipts, property, sales,
use, license, excise, franchise, employment, payroll, withholding, alternative
or add-on minimum, ad valorem, transfer or excise tax, or any other tax, custom,
duty, governmental fee or other like assessment or charge of any kind
whatsoever, together with any interest or penalty, imposed by any governmental
authority. For purposes of this Agreement, “Tax
Returns”
shall
mean all federal, state, local and foreign tax returns, declarations,
statements, reports, schedules, forms and information returns and any amended
Tax Returns relating to Taxes.
3.10
Compliance
with Laws. OEF
is in
compliance with, and is not in violation of, applicable federal, state or local
statutes, laws or regulations including federal and state securities laws.
OEF
has not received any communication, whether written or oral, from a governmental
or regulatory authority that alleges that OEF is not in compliance with any
laws.
3.11
Litigation. OEF
is
not a defendant in any suit, action, arbitration, or legal, administrative
or
other proceeding, or governmental investigation which is pending or, to the
best
knowledge of OEF, threatened against or affecting OEF or its business, assets
or
financial condition. OEF is not in default with respect to any order, writ,
injunction or decree of any federal, state, local or foreign court, department,
agency or instrumentality applicable to it. OEF is not engaged in any material
litigation to recover monies due to it.
6
3.12
Authority. The
Board
of Directors of OEF has authorized the execution of this Agreement and the
transactions contemplated herein, and OEF and the Major Stockholder have full
power and authority to execute, deliver and perform this Agreement, and this
Agreement is the legal, valid and binding obligation of OEF and the Majority
Stockholders, and is enforceable against them in accordance with its terms
and
conditions.
3.13
Ability
to Carry Out Obligations. The
execution and delivery of this Agreement by OEF and the performance by OEF
of
its obligations hereunder will not cause, constitute or conflict with or result
in (a) any breach or violation of any of the provisions of or constitute a
default under any license, indenture, mortgage, instrument, article of
incorporation, bylaw or other agreement or instrument to which OEF is a party,
or by which it may be bound, nor will any consents or authorization of any
party
other than those hereto be required, (b) an event that would permit any party
to
any agreement or instrument to terminate it or to accelerate the maturity of
any
indebtedness or other obligation of OEF, or (c) an event that would result
in
the creation or imposition of any lien, charge or encumbrance on any asset
of
OEF.
3.14
Full
Disclosure. None
of
the representations and warranties made by OEF herein, or in any exhibit,
certificate or memorandum furnished or to be furnished by OEF or on its behalf,
contains or will contain any untrue statement of material fact or omit any
material fact the omission of which would be misleading.
3.15
Material
Contracts. OEF
has
no contractual obligations other than those set forth on Schedule
3.15.
3.16
Criminal
or Civil Acts. For
a
period of five years prior to the execution of this Agreement, no executive
officer, director or principal stockholder of OEF has been convicted of a felony
crime, filed for personal bankruptcy, been the subject of a SEC or NASD judgment
or decree, or is currently the subject to an investigation in connection with
any felony crime or SEC or NASD proceeding.
3.17
Prior
Issuances of Stock; Operational History. All
shares of common stock issued by OEF have been issued at a time when OEF’s
business was operational, albeit in its development stage, and such shares
of
common stock were issued by OEF for the purpose of raising capital to support
OEF’s business operations.
3.18
Environmental
Matters. OEF
is,
and at all times has been, in full compliance with, and has not been and is
not
in violation of or liable under, any environmental law.
ARTICLE
IV
Covenants
Prior to the Closing Date
4.1 Investigative
Rights. Prior
to
the Closing Date, each of Goodtime and OEF shall provide to the other party,
and
such other party’s counsel, accountants, auditors and other authorized
representatives, full access during normal business hours and upon reasonable
advance written notice to all of each party’s properties, books, contracts,
commitments and records for the purpose of examining the same. Each of Goodtime
and OEF shall furnish the other party with all information concerning each
party’s affairs as the other party may reasonably request. Each of Goodtime and
OEF, their respective legal counsel and accountants shall have the opportunity
to meet with the other party’s accountants and attorneys to discuss the
financial condition of the other party during reasonable business hours and
in a
manner that does not interfere with the normal operation of such other party’s
business.
7
4.2 Conduct
of Business. Prior
to
the Closing Date, each of Goodtime and OEF shall conduct its business in the
normal course. Neither Goodtime nor OEF shall amend its Articles of
Incorporation, Bylaws, or Agreement of Limited Partnership, or other governing
documents, as applicable (except as may be described in this Agreement). OEF
will not sell or issue or enter into agreements to sell or issue any capital
stock or other equity or debt securities or instruments, or securities or
instruments convertible into, or exercisable or exchangeable for, equity or
debt
securities. Neither Goodtime nor OEF shall enter into negotiations with any
third party or complete any transaction with a third party involving the sale
of
any of its assets or the exchange of any of its common stock or partnership
interests, as applicable.
4.3 Confidential
Information. Each
party will treat all nonpublic, confidential and trade secret information
received from the other party as confidential, and such party shall not disclose
or use such information in a manner contrary to the purposes of this Agreement.
Moreover, all such information shall be returned to the other party in the
event
this Agreement is terminated.
4.4 Notice
of Non-Compliance. Each
party shall give prompt notice to the other party of any representation or
warranty made by it in this Agreement becoming untrue or inaccurate in any
respect or the failure by it to comply with or satisfy in any material respect
any covenant, condition or agreement to be complied with or satisfied by it
under this Agreement.
ARTICLE
V
Conditions
Precedent to OEF’s Performance
5.1 Conditions. OEF’s
obligations hereunder shall be subject to the satisfaction at or before the
Closing of all the conditions set forth in this Article V. OEF may waive any
or
all of these conditions in whole or in part without prior notice; provided,
however, that no such waiver of a condition shall constitute a waiver by OEF
of
any other condition of or any of OEF’s other rights or remedies, at law or in
equity, if Goodtime shall be in default of any of its representations,
warranties or covenants under this Agreement.
5.2 Accuracy
of Representations. Except
as
otherwise permitted by this Agreement, all representations and warranties by
Goodtime in this Agreement or in any written statement that shall be delivered
to OEF by Goodtime under this Agreement shall be true and accurate on and as
of
the Closing Date as though made at that time.
8
5.3 Performance. Goodtime
shall have performed, satisfied and complied with all covenants, agreements
and
conditions required by this Agreement to be performed or complied with by it
on
or before the Closing Date.
5.4 Absence
of Litigation. No
action, suit, or proceeding, including injunctive actions, before any court
or
any governmental body or authority, pertaining to the transaction contemplated
by this Agreement or to its consummation, shall have been instituted or
threatened against Goodtime on or before the Closing Date.
5.5 Officer’s
Certificate. Goodtime
shall have delivered to OEF a certificate dated the Closing Date signed by
the
Chief Executive Officer of Goodtime certifying that each of the conditions
specified in this Article has been fulfilled and that all of the representations
set forth in Article II are true and correct as of the Closing
Date.
5.6 Corporate
Action. Goodtime
shall have obtained the approval of the Goodtime Interest Holders for the
transaction contemplated by this Agreement.
5.7 Equity
Financing. Goodtime
shall have provided OEF with reasonable evidence of a commitment by a
third-party to make an equity investment in OEF in an amount of not less than
$8,060,000 based upon the sale of 1,612,000 shares of convertible preferred
stock of OEF at a purchase price of $5.00 per share to be completed immediately
following Closing.
ARTICLE
VI
Conditions
Precedent to Goodtime’s Performance
6.1 Conditions. Goodtime’s
obligations hereunder shall be subject to the satisfaction at or before the
Closing of all the conditions set forth in this Article VI. Goodtime may waive
any or all of these conditions in whole or in part without prior notice;
provided, however, that no such waiver of a condition shall constitute a waiver
by Goodtime of any other condition of or any of Goodtime’s rights or remedies,
at law or in equity, if OEF shall be in default of any of its representations,
warranties or covenants under this Agreement.
6.2 Accuracy
of Representations. Except
as
otherwise permitted by this Agreement, all representations and warranties by
OEF
and the Major Stockholder in this Agreement or in any written statement that
shall be delivered to Goodtime by OEF or the Major Stockholder under this
Agreement shall be true and accurate on and as of the Closing Date as though
made at that time.
6.3 Performance. OEF
and
the Major Stockholder shall have performed, satisfied and complied with all
covenants, agreements and conditions required by this Agreement to be performed
or complied with by it on or before the Closing Date.
6.4 Absence
of Litigation. No
action, suit or proceeding before any court or any governmental body or
authority, pertaining to the transaction contemplated by this Agreement or
to
its consummation, shall have been instituted or threatened against OEF on or
before the Closing Date.
9
6.5 Officer’s
Certificate. OEF
and
the Major Stockholder shall have delivered to Goodtime a certificate dated
the
Closing Date signed by the Chief Executive Officer of OEF certifying that each
of the conditions specified in this Article has been fulfilled and that all
of
the representations set forth in Article III are true and correct as of the
Closing Date.
6.6 Payment
of Liabilities. On
or
before the Closing, OEF shall have paid any outstanding obligations and
liabilities of OEF through the Closing Date, including obligations created
subsequent to the execution of this Agreement.
6.7 Directors
of OEF. On
the
Closing Date, the Board of Directors of OEF shall elect the persons designated
by Goodtime immediately prior to Closing to OEF’s Board of Directors and then
shall resign as directors.
6.8 Officers
of OEF. On
the
Closing Date, the newly constituted Board of Directors of OEF shall elect such
officers of OEF as they shall determine. OEF’s existing executive officers shall
resign and release OEF from any and all claims, liabilities and obligations,
known or unknown, actual or contingent, that such executive officers may
otherwise assert against OEF.
6.9 Completion
of Reverse Stock Split by OEF. OEF
shall
have completed a reverse stock split such that, on the Closing Date, OEF will
have a total of 336,420 shares of common stock outstanding, which shares shall
represent a 3.5% fully diluted interest in OEF taking into account the shares
of
common stock to be issued to the Interest Holders and the shares of preferred
stock issuable to the equity investors as set forth in Section 5.7
above.
ARTICLE
VII
Closing
7.1 Closing. The
Closing of this Agreement shall be held at the offices of Xxxxxxxx & Xxxxxx
LLP, Goodtime’s counsel, at any mutually agreeable time and date prior to
October 2, 2006, unless extended by mutual agreement. At the
Closing:
(a)
Goodtime
shall deliver to OEF copies of Exhibit
1.2
executed
by all of the Interest Holders together with any other assignment documents
required to evidence the assignment of the Goodtime Interests to
OEF;
(b)
OEF
shall
deliver to the Interest Holders certificates representing 7,623,580 shares
of
OEF’s common stock, for which the Goodtime Interests have been exchanged,
pursuant to the computations set forth in Exhibit
1.1
hereto;
(c)
OEF
shall
deliver (i) the officer’s certificate described in Section 6.5, (ii) a signed
consent and/or minutes of its directors approving this Agreement, and (iii)
resignations and releases from its executive officers and directors pursuant
to
Sections 6.8;
10
(d)
Goodtime
shall deliver (i) the officer’s certificate described in Section 5.5, and (ii) a
signed consent and/or minutes of its partners approving this
Agreement;
ARTICLE
VIII
Miscellaneous
8.1 Captions
and Headings. The
article and paragraph headings throughout this Agreement are for convenience
and
reference only and shall not define, limit or add to the meaning of any
provision of this Agreement.
8.2 No
Oral Change. This
Agreement and any provision hereof may not be waived, changed, modified or
discharged orally, but only by an agreement in writing signed by the party
against whom enforcement of any such waiver, change, modification or discharge
is sought.
8.3 Non-Waiver. The
failure of any party to insist in any one or more cases upon the performance
of
any of the provisions, covenants or conditions of this Agreement or to exercise
any option herein contained shall not be construed as a waiver or relinquishment
for the future of any such provisions, covenants or conditions. No waiver by
any
party of one breach by another party shall be construed as a waiver with respect
to any other subsequent breach.
8.4 Time
of Essence. Time
is
of the essence of this Agreement and of each and every provision
hereof.
8.5 Entire
Agreement. This
Agreement contains the entire Agreement and understanding between the parties
hereto and supersedes all prior agreements and understandings.
8.6 Choice
of Law. This
Agreement and its application shall be governed by the laws of the State of
Texas.
8.7 Counterparts. This
Agreement may be executed simultaneously in one or more counterparts, each
of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
8.8 Notices. All
notices, requests, demands and other communications under this Agreement shall
be in writing and shall be deemed to have been duly given on the date of service
if served personally on the party to whom notice is to be given, or on the
third
day after mailing if mailed to the party to whom notice is to be given, by
first
class mail, registered or certified, postage prepaid, and properly addressed
as
follows:
OEF
and the Major Stockholder:
OEF
Corporate Solutions, Inc.
000
X. Xx
Xxxxxx Xxxx
Xxxxx
000
Xxxxxxxxx,
XX 00000
Attn:
Xxxxxxx Xxxxxxxxx
11
Goodtime
and the Interest Holders:
Goodtime
Action Amusement Partners, LP
00000
Xxxx Xxxxx
Xxxxxx,
Xxxxx 00000
Attn:
Xxx
Xxxxxxxx
8.9 Binding
Effect. This
Agreement shall inure to and be binding upon the heirs, executors, personal
representatives, successors and assigns of each of the parties to this
Agreement.
8.10
Mutual
Cooperation. The
parties hereto shall cooperate with each other to achieve the purpose of this
Agreement and shall execute such other and further documents and take such
other
and further actions as may be necessary or convenient to effect the transaction
described herein.
8.11
Finders. There
are
no finders in connection with this transaction.
8.12
Announcements. The
parties will consult and cooperate with each other as to the timing and content
of any public announcements regarding this Agreement.
8.13
Expenses. Each
party will bear their own expenses, including legal fees incurred in connection
with this Agreement. The Interest Holders shall not be responsible for any
costs
incurred in connection with the transaction contemplated by this
Agreement.
8.14
Survival
of Representations and Warranties. The
representations, warranties, covenants and agreements of the parties set forth
in this Agreement or in any instrument, certificate, opinion or other writing
providing for in it, shall survive the Closing.
12
8.15
Indemnification. (a) Subject
to the limitations set forth in Section 8.15(b), the Major Stockholder (the
“Indemnitor”),
agrees to indemnify, defend and hold OEF, after the exchange, and the Interest
Holders, and their affiliates, managers, officers, directors, employees, agents,
successors, and assigns (such persons are hereinafter collectively referred
to
as “Indemnified
Persons”),
harmless from and against any and all loss, liability, damage or deficiency
(including interest, penalties, costs of preparation and investigation, and
reasonable attorneys’ fees) (collectively “Losses”)
that
any Indemnified Person may suffer, sustain, incur, or become subject to arising
out of or due to a breach by OEF or the Major Stockholder of any
representation, warranty, or covenant made by OEF or the Major Stockholder
in
this Agreement. If there occurs an event that the Indemnified Persons assert
is
an indemnifiable event, they shall notify the Indemnitor promptly, provided,
however, that delay or failure to so notify the Indemnitor shall only relieve
the Indemnitor of its obligations to the extent, if at all, that they are
prejudiced by reasons of such delay or failure. The Indemnitor shall have a
period of 30 days within which to respond thereto. If the Indemnitor accepts
responsibility or does not respond within such 30-day period, the Indemnitor
shall be obligated to compromise or defend, at their own expense and by counsel
chosen by the Indemnitor and reasonably satisfactory to the Indemnified Persons,
such matter, and the Indemnitor shall provide the Indemnified Persons with
such
assurances as may be reasonably required by the Indemnified Persons to assure
that the Indemnitor will assume and be responsible for the entire liability
at
issue. If the Indemnitor does not respond within such 30-day period and reject
responsibility for such matter in whole or in part, the Indemnified Persons
shall be free to pursue, without prejudice to any of its rights hereunder,
such
remedies as may be available to the Indemnified Persons under applicable law.
Indemnitor may not compromise any claim or asserted liability without the prior
written consent of the appropriate Indemnified Persons and until such consent
is
obtained the Indemnitor shall continue the defense of such asserted liability.
If, however, the Indemnified Persons refuse consent to a bona fide offer of
settlement that the Indemnitor wishes to accept, the Indemnified Persons may
continue to pursue such matter, free of any participation by the Indemnitor,
at
the sole expense of the Indemnified Persons. In such event, the obligation
of
the Indemnitor to the Indemnified Persons shall be equal to the lesser of (x)
the amount of the offer of settlement which the Indemnified Persons refused
to
accept plus the costs and expenses of the Indemnified Persons prior to the
date
the Indemnitor notifies the Indemnified Persons of the offer of settlement,
and
(y) the actual out-of-pocket amount the Indemnified Persons are obligated to
pay
as a result of the Indemnified Person’s continuing to pursue such
matter.
(b) The
Indemnitor will have no liability for indemnification for breach of
representation, warranty, or covenant made by OEF, other than those in Sections
3.2 and 3.7, unless on or before the dated that is one year following the
Closing Date, and Indemnified Person notifies the Indemnitor of a claim.
Provided, however, that the limitations set forth in this Section 8.15(b) shall
not apply to any breach of representation or warranty of which any of the
Majority Stockholders had knowledge as of the Closing Date.
8.16
Registration
Rights.
The
Interest Holders shall cause OEF to include for registration the shares held
by
Xxxxxxx Xxxxxxxxx, Xxxx Investments, LLC, Xxxxxxx XxXxxx, USA Ventures, DBA,
and
Growth Ventures, Inc. Pension Plan & Trust in the registration statement
filed with respect to the resale of the shares sold in the offering described
in
Section 5.7 hereof. In the event that the Securities and Exchange Commission
or
its counsel takes the position that the shares of common stock of OEF held
by
the stockholders of OEF immediately prior to the transactions contemplated
by
this Agreement (the “Existing
OEF Stockholders”)
are
restricted shares and may not be sold unless registered, the Interest Holders
shall cause OEF to provide to the Existing OEF Stockholders customary piggyback
registration rights with respect to those restricted shares on a registration
statement filed by OEF, other than (i) a registration statement on Form S-4
or
S-8 and (ii) the registration statement filed with respect to the resale of
the
shares sold in the offering described in Section 5.7 hereof. Provided, however,
that notwithstanding the foregoing provisions of this Section 8.16, no Existing
OEF Stockholder shall have any right to compel OEF to file a registration
statement.
8.17
Exhibits
and Schedules. As
of the
execution hereof, the parties have provided each other with the Exhibits and
Schedules described herein. Any material changes to the Exhibits or Schedules
shall be immediately disclosed to the other party.
13
8.18
Legal
Counsel. OEF
and
the Major Stockholder have been represented by Xxxx Xxxxx in connection with
this Agreement and Xxxxxxxx & Knight LLP has represented
Goodtime.
8.19
Termination,
Amendment and Waiver.
(a) Termination.
This
Agreement may be terminated at any time prior to the Closing Date, whether
before or after approval of matters presented in connection with the share
exchange by the stockholders of OEF or by the partners of Goodtime:
(1)
|
by
mutual written consent of Goodtime and
OEF;
|
(2)
|
by
either Goodtime or OEF;
|
(i)
|
if
the Interest Holders fail to agree to the
exchange,
|
(ii)
|
if
any court of competent jurisdiction or any governmental, administrative
or
regulatory authority, agency or body shall have issued an order,
decree or
ruling or taken any other action permanently enjoining, restraining
or
otherwise prohibiting the transactions contemplated by this Agreement,
or
|
(iii)
|
if
the transactions contemplated under this Agreement shall not have
been
consummated on or before October 9, 2006, unless the failure to consummate
the transaction is the result of a material breach of this Agreement
by
the party seeking to terminate this
Agreement,
|
(3)
by
Goodtime, if OEF or the Major Stockholder breach any of their representations
or
warranties hereof or fail to perform in any material respect any of their
covenants, agreements or obligations under this Agreement; and
(4)
by
OEF,
if Goodtime breaches any of its representations or warranties hereof or fails
to
perform in any material respect any of its covenants, agreements or obligations
under this Agreement.
(b) Effect
of Termination.
In the
event of termination of this Agreement by either OEF or Goodtime, as provided
herein, this Agreement shall forthwith become void and have no effect, without
any liability or obligation on the part of Goodtime or OEF, and such termination
shall not relieve any party hereto for any intentional breach prior to such
termination by a party hereto of any of its representations or warranties or
any
of its covenants or agreements set forth in this Agreement.
(c) Extension;
Waiver.
At any
time prior to the Closing Date, the parties may, to the extent legally allowed,
(a) extend the time for the performance of any of the obligation of the other
acts of the other parties, (b) waive any inaccuracies in the representations
and
warranties contained herein or in any document delivered pursuant hereto or
waive compliance with any of the agreements or conditions contained herein.
Any
agreement on the part of a party to any such extension or waiver shall be valid
only if set forth in an instrument in writing signed on behalf of such party.
The failure of any party to this Agreement to assert any of its rights under
this Agreement or otherwise shall not constitute a waiver of such
rights.
14
(d) Procedure
for Termination, Amendment, Extension or Waiver.
A
termination of this Agreement, an amendment of this Agreement or an extension
or
waiver shall, in order to be effective, require in the case of Goodtime, action
by Goodtime General Partner, and in the case of OEF, action by its Board of
Directors or the duly authorized designee of such Board of
Directors.
[Signatures
Appear on Next Page]
15
In
WITNESS WHEREOF, the parties have executed this Agreement on the date indicated
above.
OEF
CORPORATE SOLUTIONS, INC.
|
|||
By:
|
|||
Name:
|
|||
Title:
|
|||
MAJOR
STOCKHOLDER:
|
|||
Xxxxxxxx
Xxxxxxxxx
|
|||
GOODTIME
ACTION AMUSEMENT
|
|||
PARTNERS,
LP
|
|||
By:
|
Amusement
Innovation Partners, LLC, its general partner
|
||
By:
|
|||
Name:
|
|||
Title:
|
|||
GOODTIME
INTEREST HOLDERS:
|
|||
Xxxxxx
X. Xxxxxx
|
|||
Xxxxxxx
X. Xxxxxxxx
|
|||
Xxxxxxx
X. Xxxxxxxx
|
16
Xxxxxxxxxxx
X. Xxxxxxx
|
|
Xxxxxxxx
X. Xxxx
|
|
Xxxx
Xxxxx
|
|
Xxxxxx
Xxxx
|
|
Xxxx
Xxxxxx
|
|
Xxxxxx
Xxxxx Xxxxxx
|
|
Xxxxxxx
Xxxxxx
|
|
Xxxxx
X. Xxxxxxxx
|
|
Xxxxxxx
X. Xxxxxxxxx
|
|
Xxxxxxx
X. XxXxxxxxx
|
|
Amelar
Investments, LLC by Xxxxx X. Xxxxxxxxx
|
|
Xxxxxxx
X. Xxxxxxx
|
17
Xxxxxx
X. Xxxxx
|
|
Xxxx
X. Xxxxxxxxx
|
|
Xxxxxxx
Xxxxxxxx
|
|
Xxxxxxx
Xxxxxxx
|
|
AIP
INTEREST HOLDERS:
|
|
Xxxxxx
X. Xxxxxx
|
|
Xxxxxxx
X. Xxxxxxxx
|
|
Xxxxxxx
X. Xxxxxxxx
|
18
EXHIBIT
1.1
SCHEDULE
OF GOODTIME
INTEREST
HOLDERS
AND
ALLOCATION
OF OEF
COMMON SHARES
Name
of Goodtime
Partner
or AIP Interest Holder
|
Type
and Amount of
Interest
to be Exchanged
|
Number
of OEF
Common
Shares
to be Issued
|
Xxxxxx
X. Xxxxxx
|
AIP
Interests 50%
|
381
|
Xxxxxxx
X. Xxxxxxxx
|
AIP
Interests 31%
|
236
|
Xxxxxxx
X. Xxxxxxxx
|
AIP
Interests 19%
|
145
|
Xxxxxx
X. Xxxxxx
|
GAAP
Interests 33.0208%
|
2,517,365
|
Xxxxxxx
X. Xxxxxxxx
|
GAAP
Interests 26.4089%
|
2,013,305
|
Xxxxxxx
X. Xxxxxxxx
|
GAAP
Interests 16.1861%
|
1,233,961
|
Xxxxxxxxxxx
X. Xxxxxxx
|
GAAP
Interests 4.7333%
|
360,8471
|
Xxxxxxxx
X. Xxxx
|
GAAP
Interests 4.7333%
|
360,8471
|
Xxxx
Xxxxx
|
GAAP
Interests 2.1276%
|
162,201
|
Xxxxxx
Xxxx
|
GAAP
Interests 2.1276%
|
162,201
|
Xxxx
Xxxxxx
|
GAAP
Interests 2.1276%
|
162,201
|
Xxxxxx
Xxxxx Xxxxxx
|
GAAP
Interests 2.1276%
|
162,201
|
Xxxxxxx
Xxxxxx
|
GAAP
Interests 1.0638%
|
81,097
|
Xxxxx
X. Xxxxxxxx
|
GAAP
Interests 0.6667%
|
50,8242
|
Xxxxxxx
X. Xxxxxxxxx
|
GAAP
Interests 0.6667%
|
50,8242
|
Xxxxxxx
X. XxXxxxxxx
|
GAAP
Interests 0.6667%
|
50,8242
|
Amelar
Investments, LLC
|
GAAP
Interests 0.6667%
|
50,8242
|
Xxxxxxx
X. Xxxxxxx
|
GAAP
Interests 0.6667%
|
50,8242
|
Xxxxxx
X. Xxxxx
|
GAAP
Interests 0.6667%
|
50,8242
|
19
Xxxx
X. Xxxxxxxxx
|
GAAP
Interests 0.6667%
|
50,8242
|
Xxxxxxx
Xxxxxxxx
|
GAAP
Interests 0.3333%
|
25,412
|
Xxxxxxx
Xxxxxxx
|
GAAP
Interests 0.3333%
|
25,412
|
Totals
|
100%
of AIP Interests
|
7,623,580
|
100%
of GAAP Interests
|
1
38,118
of
these shares vested as of December 31, 2005. The remaining amount has vested
or
will vest as follows: 152,472 vest in equal quarterly installments of 38,118
shares on the last day of each fiscal quarter commencing with the quarter
beginning January 1, 2006 and ending March 31, 2006, and continuing for the
succeeding three quarters. The remaining 170,257 shares vest on March 31, 2007.
Each of Messers. Xxxxxxx and Xxxx must be stockholders and employed by or on
behalf of the Company on each vesting date for each vesting increment to occur.
Each stockholder may vote his entire shares pending vesting, until such time
as
it becomes apparent that vesting will not occur as to such shares, or any
portion thereof. Shares may be diluted as the result of the issuance of
additional shares of stock by the Company.
2
These
shares vest as follows: 25,412 of these shares shall vest on August 3, 2007,
and
the remaining 25,412 shares shall vest on August 3, 2008. Xxxxx X. Xxxxxxxxx
is
the beneficial owner of the equity interests if Amelar Investments, LLC. Each
of
Messers. Danovitch, Gallagher, Keane, Schreiber, Xxxxxxxx and Xxxxxxx must
be a
stockholder and be a director of the Company or an affiliate of the Company
on
each vesting date for each vesting increment to occur. Each of Messers.
Danovitch, Gallagher, Keane, Schreiber, Xxxxxxxx and Xxxxxxx may vote his entire
shares pending vesting, until such time as it becomes apparent that vesting
will
not occur as to such shares, or any portion thereof. Shares may be diluted
as
the result of the issuance of additional shares of stock by the
Company.
20
EXHIBIT
1.2
SUBSCRIPTION
AGREEMENT
In
connection with my exchange of my partnership interest in Goodtime Action
Amusement Partners, LP (“Goodtime”), for the $.001 par value common stock of OEF
Corporate Solutions, Inc. (“OEF”), as more particularly described in that
certain Agreement Concerning the Exchange of Securities by and among OEF,
certain stockholders of OEF, Goodtime and certain holders of partnership
interests of Goodtime, and Exhibit 1.1 thereto (the “Exchange Agreement”), I
acknowledge the matters set forth below and promise that the statements made
herein are true. I understand that OEF is relying on my truthfulness in issuing
its securities to me.
I
hereby
represent and warrant to OEF that I have the full power and authority to
execute, deliver and perform this Subscription Agreement and to consummate
the
transactions contemplated hereby. This Subscription Agreement is a legal, valid
and binding obligation of mine, enforceable against me in accordance with its
terms. I own the securities in Goodtime that I am exchanging for securities
of
OEF free and clear of all pledges, liens, encumbrances, security interests,
equities, claims, options, preemptive rights, rights of first refusal, or any
other limitation on my ability to vote such securities or to transfer such
securities to OEF. I have full right, title and interest in and to the Goodtime
securities that I am exchanging.
I
understand that the shares of OEF’s common stock (the “Securities”) are being
issued to me in a private transaction in exchange for my securities in Goodtime
and in reliance upon the exemption provided in section 4(2) and/or Regulation
D
under the Securities Act of 1933, as amended (the “Securities Act”) for
non-public offerings and pursuant to the Exchange Agreement. I understand that
the Securities are “restricted” under applicable securities laws and may not be
sold by me except in a registered offering (which may not ever occur) or in
a
private transaction like this one. I know this is an illiquid investment and
that therefore I may be required to hold the Securities for an indefinite period
of time, but under no circumstances less than one year from the date of their
issuance.
I
am
acquiring the Securities solely for my own account, for long-term investment
purposes only and not with a view to sale or other distribution. I agree not
to
dispose of any Securities unless and until counsel for OEF shall have determined
that the intended disposition is permissible and does not violate the Act,
any
applicable state securities laws or rules and regulations promulgated
thereunder.
All
information, financial and otherwise, or documentation pertaining to all aspects
of my acquisition of the Securities and the activities and financial information
of OEF has been made available to me and my representatives, if any, and I
have
had ample opportunity to meet with and ask questions of senior officers of
OEF,
and I have received satisfactory answers to any questions I asked.
In
acquiring the Securities, I have been afforded access to the Exchange Agreement
and have made such independent investigations of OEF as I deemed appropriate.
I
am an experienced investor, have made speculative investments in the past and
am
capable of analyzing the merits of an investment in the
Securities.
21
I
understand that the Securities are highly speculative, involve a great degree
of
risk and should only be acquired by individuals who can afford to lose their
entire investment. Nevertheless, I consider this a suitable investment for
me
because I have adequate financial resources and income to maintain my current
standard of living even after my acquisition of the Securities. I know that
OEF
currently has only negligible assets and liabilities, and that although I could
lose my entire investment, I am acquiring the Securities because I believe
the
potential rewards are commensurate with the risk. Even if the Securities became
worthless, I could still maintain my standard of living without significant
hardship to me or my family.
By
signing this Subscription Agreement, I also accept and agree to be bound by
and
to abide by the terms and conditions of the Exchange Agreement to the extent
applicable to my interests in Goodtime as if I had executed the Exchange
Agreement itself.
Dated
as
of this __________ day of _____________________ , 2006.
Signature
|
|
Name,
Please Print
|
|
Residence
Address
|
|
City,
State and Zip Code
|
|
Area
Code and Telephone Number
|
|
Social
Security Number
|
|
Number
and Type of Goodtime Interests
exchanged
|
22