Exhibit 2.1
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ASSET PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into as of December 21, 2006, by and
between eMotion Music, LLC, a Florida Limited Liability Company ("Seller"), and
Pop Starz Records, Inc. a Florida Corporation ("Buyer").
W I T N E S S E T H:
WHEREAS, Seller is a new music company focused on digital distribution,
artist development, consolidation of artists activities, marketing, lower risk
and economies of scale; and
WHEREAS, Buyer is starting up a record label of its own; and
WHEREAS, Seller desires to sell and Buyer desires to purchase certain
Assets of Seller used in connection with its business.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto do hereby agree as
follows:
1. SALE AND PURCHASE OF ASSETS. On the terms and subject to the conditions
contained herein, Seller agrees to sell, convey, transfer, and assign to Buyer,
on the Closing Date (as hereinafter defined), and Buyer agrees to purchase from
Seller, the Assets described in immediately below in return for the
consideration provided in this agreement:
a. ASSETS TO BE PURCHASED.
(i) Current private placement memorandum including business plan
and business model therein;
(ii) Current digital distribution agreement with IODA;
(iii) Current artist license agreement with artist professionally
known as "Big Xxx";
(iv) Current operating procedures, table of authorities, and
manuals;
(v) Current music specific legal and business affairs agreement
forms;
(vi) Current list of potential employees;
(vii) 100% membership interest in eMotion Music LLC including all
books and records, tax returns if any, bank accounts if any, corporate
resolutions, etc...
(viii) The goodwill of Seller and industry specific expertise
associated therewith, including but not limited to current advanced negotiations
with Machete Music (a division of Universal Music Group) for a physical
distribution agreement.
Seller hereby warrants that it is the lawful owner of the above
Assets; that the Assets are all free and clear of any security interests,
mortgages or other encumbrances; and that the Seller has the full right to sell
the Assets and will warrant and defend the same against all lawful claims and
demands of all persons whomsoever. Seller further represents and warrants that
the terms contained in the agreements under 1.a (ii) & (iii) above are standard,
reasonable terms within the industry. It is further understood that the
operating company currently known as eMotion Music, LLC would essentially be
folded into the operations of the Buyer.
b. NO LIABILITIES. It is expressly understood and agreed that Buyer is
purchasing the above Assets only and is in no way assuming any liabilities
whatsoever of Seller.
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2. PURCHASE PRICE. Subject to the terms and conditions of this agreement,
Buyer shall purchase the Assets specified in Paragraph 1 of this agreement, and,
in full consideration for such Assets and as the agreed purchase price therefor,
Buyer shall pay to Seller $ 10,000.00 cash and 1,058,024 Pop Starz Records
shares of common stock, which just after closing shall represent approximately
15 % of the outstanding shares of common stock (the "Stock"), provided, however,
that the Stock shall be subject to forfeiture on a pro rata basis in the event
Xxxxxxx Xxxxxxx, Esq. does not remain as President of Buyer, Pop Starz Records,
for a period of three (3) years. Such stock ownership shall include any and all
rights to which a common shareholder is entitled, including any pro rata share
of the company's intellectual property rights to which a common shareholder
would be entitled, provided further, that the foregoing provision in no way
enhances or enlarges upon the rights which Seller has as a common shareholder.
Said shares of stock are to be issued in the name of Xxxxxxx Xxxxxxx, Seller's
President and CEO.
3. PAYMENT OF PURCHASE PRICE AND CLOSING. The purchase price to be paid by
Buyer to Seller for the Assets specified in this agreement shall be paid as
follows:
a. PURCHASE PRICE. The purchase price shall be paid at closing
b. CLOSING. The closing of the sale and purchase contemplated hereby
shall take place at such place and date as mutually agreed upon by Buyer and
Seller (such date is herein called the "Closing Date"). At the closing, the
following shall occur:
(i) Seller shall deliver to Buyer:
(A) A xxxx of sale and other good and sufficient Instruments
of transfer and conveyance as shall be effective to vest in Buyer marketable
title to the Assets to be sold and assigned to Buyer as provided in this
agreement;
(ii) Buyer shall deliver to Seller:
(A) $10,000.00 by corporate check and 1,058,824 Pop Starz
shares of common stock.
4. INDEMNIFICATION BY SELLER. Seller shall indemnify and hold harmless
Buyer against and in respect of:
a. Any and all liabilities and obligations of any claims arising out
of operations by Seller;
b. Any and all loss, damage, or deficiency resulting from any
misrepresentation, breach of warranty or non-fulfillment of any covenant on the
part of Seller under this agreement; and
c. Any and all actions, suits, proceedings, demands, assessments,
judgments, costs and expenses and reasonable attorneys fees incident to any of
the foregoing.
Seller shall reimburse Buyer, on demand, for any payment made by Buyer at
any time after the Closing Date, in respect of any liability, obligation, or
claim to which the foregoing indemnity by Seller relates.
5. SUCCESSORS AND ASSIGNS. This agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs,
representatives, successors, and assigns.
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6. NOTICES. Any notice or other communication to a party provided for
herein or given hereunder shall be in writing and be delivered in person to such
party or mailed by first class mail, postage prepaid, addressed as follows:
If to Seller: Xxxxxxx Xxxxxxx
President and CEO
eMotion Music LLC
000 XX 00xx Xx.
Xxxxx, Xxxxxxx 00000
If to Buyer: Xxxxxxxx Xxxxxx - President
Pop Starz Records, Inc.
0000 Xxxxxxxx Xxxx. # 000
Xxxx Xxxxx, XX. 00000
or to such other address as a party shall notify the other in writing.
7. MISCELLANEOUS.
a. The validity, construction, performance or enforcement of this
agreement shall be governed by the laws of the State of Florida.
b. This is the entire agreement between the parties and may not be
modified or amended except in a written document signed by both parties.
c. The undersigned represent and warrant that they are authorized to
sign this agreement on behalf of their respective organizations.
IN WITNESS WHEREOF, the parties have executed this agreement as of the
day and year first written above.
SELLER:
eMotion Music LLC.
By:
/s/
Xxxxxxx Xxxxxxx
President and CEO
BUYER:
Pop Starz Records, Inc.
By:
/s/
Xxxxxxxx Xxxxxx
President
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