Exhibit 2
SERVICES AGREEMENT
This Services Agreement (this "Agreement") is made and entered into on the
9th day of November 2001, by and among Halter Financial Group, Inc., a Texas
corporation ("HFG"), TTTTickets Holding Corp., a Delaware corporation (the
"Public Company") and B-Park Communications, Inc., a Delaware corporation, and
any subsidiary, affiliate or successor thereof (the "Company", and collectively
with HFG and the Public Company, the "Parties").
WHEREAS, HFG is experienced in assisting companies that have become
publicly-held entities through reverse merger or reverse acquisition
transactions;
WHEREAS, to further its business purposes, the Company intends to enter
into a reverse merger or reverse acquisition transaction (the "Public Merger
Transaction") with the Public Company;
WHEREAS, the Public Company is a party to this Agreement for the purpose of
agreeing to satisfy the obligations enumerated below following consummation of
the Public Merger Transaction; and
WHEREAS, HFG is willing to provide to the Public Company, and in turn to
the Company, certain services on the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective
covenants contained in this Agreement, the Parties hereby agree as follows:
1. Services. HFG agrees to provide the following services (the "Services")
to the Public Company competently, to the best of the ability of HFG and under
the terms and conditions set forth below:
(i) assisting the Public Company in obtaining a new trading symbol
from the National Association of Securities Dealers and a new CUSIP Number
from Standard & Poor's, a division of the XxXxxx-Xxxx Companies, upon
completion of the Public Merger Transactions; and
(ii) providing such other general assistance and advice as may be
mutually agreed by the Parties.
2. Consideration. In consideration for the services to be provided by HFG
under this Agreement, the Company and/or the Public Company shall,
simultaneously with the closing of the transaction contemplated by that certain
Stock Purchase Agreement to be entered on even date by and among the Public
Company, Xxxxx XxXxxxx and B-Park Communications, Inc., (i) pay to HFG the
non-refundable amount of $320,000, via wire transfer, and (ii) execute in favor
of HFG that certain Promissory Note in the principal amount of $30,000, the form
of which is attached hereto and incorporated herein by this reference as Exhibit
"A".
3. Accuracy of Information. The Company has and will furnish HFG with
certain information relating to the Company and its management, business and
financial condition to enable HFG to perform the Services. In this regard, the
Company agrees that such information is and will be complete, truthful and
accurate in all material respects.
4. Confidential Information. HFG agrees to accept, receive, or hold
information, whether in oral, written, or physical form, which the Company
considers to be confidential or proprietary, in confidence and trust and to
limit its use and disclosure as set forth in this Agreement. HFG shall not
disclose confidential information regarding the Company to any person or entity
without the prior written consent of the Company and only if appropriate
safeguards have been taken to protect against inadvertent or unauthorized
disclosure. HFG shall not make any copy or in any way reproduce or excerpt said
information except for purposes as authorized by the Company. HFG shall return
or destroy said information to the Company at the option of the Company.
However, nothing herein shall apply to any information which:
(a) at the time of receipt was already rightfully possessed by HFG or was
already in the public domain;
(b) after being provided by HFG entered the public domain without action
or fault of HFG;
(c) is obtained from any individual, firm, or entity which had the right
to disclose it; or
(d) is required to be disclosed under court or governmental order (which
requirement HFG shall use reasonable efforts to avoid or minimize by
prior notice to HFG).
5. Expenses. HFG will pay all fees and expenses incurred by it in rendering
the services contemplated hereby.
6. Term. This Agreement will terminate twelve (12) months from the date of
execution of this Agreement, unless terminated earlier pursuant to Section 7
below.
7. Termination.
(i) This Agreement may be terminated:
(a) By the Company at any time;
(b) by HFG at any time, if the Company or the post-Public Merger
Transaction Public Company does not provide reasonably necessary or
appropriate assistance, information, documents or other materials
necessary or advisable in order to enable HFG to perform the services
under this Agreement; or
(c) upon the mutual written agreement of the Parties. 2
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8. Amendment and Modification. This Agreement may be amended or modified by
the written consent of the Parties.
9. Assignments. HFG shall not subcontract or otherwise assign its rights or
obligations under this Agreement or any part thereof to any other person or
entity. HFG may, with the Company's prior written consent, retain the services
of other persons or entities to assist HFG in the performance of the Services.
10. Independent Contractor. HFG's status shall be that of independent
contractor. and HFG shall not, for any reason or purpose, be deemed to be an
agent, partner, or employee of the Company. HFG represents that it is fully and
properly experienced, qualified, licensed, organized, equipped, insured, and
financed to provide the Services and that its employees and subcontractors, if
any, are experienced, qualified, competent, reliable, and trustworthy. HFG shall
have full responsibility for all withholding, payroll, or other taxes of any
kind arising in connection with HFG's performance of the Services. The Company
shall rely on the organization, management, skill, cooperation, and efficiency
of HFG to provide the intended Services conforming to this Agreement. HFG shall,
at all times, be fully responsible for its acts or omissions, as well as those
of its employees or subcontractors, if any.
11. Advertising. HFG or its employees or agents shall not use the Company's
name, photographs, logo, trademark, or other identifying characteristics, or
that of any of the Company's subsidiaries or affiliates in HFG's own
advertisements, without the prior written approval of the Company.
12. No Third Party Beneficiaries. The Parties are the only Parties to this
Agreement and there are no third party beneficiaries to this Agreement.
13. Counsel. The Company hereby expressly acknowledges that it has been
advised that it has not been represented by HFG's attorneys in this matter and
has been advised and urged to seek separate legal counsel for advice in this
matter.
14. Captions and Headings. The paragraph headings throughout this Agreement
are for convenience and reference only, and shall in no way be deemed to define,
limit or add to the meaning of any provision of this Agreement.
15. Governing Law, Jurisdiction and Venue. This Agreement shall be
construed in accordance with and governed by the laws of the State of Texas,
without regard to conflicts or choice of law provisions of the State of Texas.
Each Party hereby unconditionally and irrevocably consents to the exclusive
jurisdiction of, and agrees that all actions, suits or proceedings with respect
to or arising under this Agreement, shall be brought in, the courts, located
within the County of Dallas, Texas, of (i) the State of Texas, or (ii) the
United States District Court for the Northern District of Texas. Each Party
hereby further consents that any service of process or notice of motion in
connection with any such action, suit or proceeding may be served by certified
mail, return receipt requested, or by personal service, or any other method
permitted by applicable law.
16. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, and all of which together shall
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constitute one and the same instrument. Execution and delivery of this Agreement
by exchange of facsimile copies bearing facsimile signature of a party shall
constitute a valid and binding execution and delivery of this Agreement by such
party. Such facsimile copies shall constitute enforceable original documents.
17. Entire Agreement. This Agreement constitutes the full, complete, and
only agreement between the Parties hereto with respect to the Services. This
Agreement supersedes any course of performance, course of dealings, usage of
trade, previous agreements, representations, and understandings, either oral or
written.
18. Severability. If any provision of this Agreement is found or deemed by
a court of competent jurisdiction to be invalid or unenforceable, it shall be
considered severable from the remainder of this Agreement and shall not cause
the remainder to be invalid or unenforceable.
19. Notices and Waivers. Any notice or waiver required or permitted to be
given by the Parties hereto shall be in writing and shall be deemed to have been
given, when delivered, three business days after being mailed by certified or
registered mail, faxed during regular business hours of the recipient and there
is confirmation of receipt, or sent by prepaid full rate telegram to the
following addresses:
To HFG and the Public Company prior to the Public Merger Transaction:
Xxxxxxx X. Xxxxxx, President
One Panorama Center
0000 Xxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Facsimile:
To the Company or the Public Company subsequent to the Public Merger
Transaction:
Eliron Yaron, Chief Executive Officer
Tfuzot Israel 7 Givataim
Facsimile:
20. Indemnification and Contribution.
(a) Each Party (the "Indemnifying Party") agrees to indemnify, defend,
and hold harmless each other Party (the "Indemnified Party") and the
Indemnified Party's employees, officers, directors, shareholders, agents,
and attorneys against any and all losses, claims, damages, liabilities and
expenses (including reasonable costs of investigation and counsel fees)
caused by: (i) any breach by the Indemnifying Party of the representations,
warranties or covenants contained in or made pursuant to this Agreement;
(ii) any untrue statement of a material fact contained in this Agreement or
in any amendment or supplement thereto; or (iii) any omission to state in
this Agreement or in any amendment or supplement thereto, any material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they are made, not misleading.
However, the Indemnifying Party shall not have any indemnification
obligations hereunder for any losses, claims, damages, liabilities, or
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expenses arising by reason of the negligence, willful misconduct, or breach
of this Agreement by any person claiming such indemnification.
(b) The Indemnified Party shall notify promptly the Indemnifying Party
of the existence of any claim, demand, or other matter to which the
Indemnifying Party's indemnification obligations would apply, and shall
give them a reasonable opportunity to settle or defend the same at their
own expense and with counsel of their own selection, provided that the
Indemnified Party shall at all times also have the right to fully
participate in the defense. If the Indemnifying Party, within a reasonable
time after this notice, fails to take appropriate steps to settle or defend
the claim, demand, or the matter, the Indemnified Party shall, upon written
notice, have the right, but not the obligation, to undertake such
settlement or defense and to compromise or settle the claim, demand, or
other matter on behalf, for the account, and at the risk, of the
Indemnifying Party.
(c) The rights and obligations of the Parties under this Section 20
shall be binding upon and inure to the benefit of any successors, assigns,
and heirs of the Parties.
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IN WITNESS WHEREOF, the Parties have executed this Agreement to be
effective as of the last date written next to the signatures below.
HALTER FINANCIAL GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
TTTTICKETS HOLDING CORP.
By: /s/ Xxxxx XxXxxxx
--------------------------
Name: Xxxxx XxXxxxx
Title: President
B-PARK COMMUNICATIONS, INC.
By: /s/ Eliron Yaron
--------------------------
Name: Eliron Yaron
Title: President
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PROMISSORY NOTE
$30,000 October 30, 2001
FOR VALUE RECEIVED, Eliron Yaron and B-Park Communications, Inc.
(hereinafter collectively referred to as "Maker") jointly and severally promise
to pay to the order of Halter Financial Group, Inc. (together with its
successors and assigns hereinafter referred to as "Holder") at Irving, Texas or
such other place as the Holder may from time to time appoint in writing, in
lawful money of the United States of America, the principal sum of $30,000,
together with interest on the principal balance unpaid at the rate set forth
below. The principal of thirty thousand and no/100 Dollars ($30,000) shall be
due and payable in one payment on the date six (6) months following the Closing
Date (as defined in the Stock Purchase Agreement dated as of October __, 2001,
made and entered into by and among Xxxxx XxXxxxx and/or assigns, TTTTickets
Holding Corp. and B-Park Communications, Inc.) Interest on the principal
balance of this note shall be the product resulting when multiplying the rate of
interest by the average daily principal balance and dividing by 360 and then
multiplying by the actual number of days interest has accrued. Interest shall
be due and payable in one payment due at the time the principal balance is paid.
As long as this Note is current and not in default, interest on the
principal balance hereof shall accrue at a rate of six and one-half percent (6
%) per annum. This Note may be prepaid in whole or in part at any time without
penalty or premium.
To the extent permitted by law, any unpaid interest payable hereunder shall
be paid by adding it to the unpaid principal balance of Maker's indebtedness
hereunder, which additions shall thereafter constitute liabilities hereunder and
shall thereafter accrue interest as provided for herein.
If any payment of principal or interest hereunder shall become due on a day
on which banks in the City of Irving, Texas generally are not open for business,
such payment shall be made on the next following day on which banks in the city
of Irving, Texas generally are open for business and such extension of time
shall be included in computing interest in connection with such payment.
The form and essential validity of this Note shall be governed by the laws
of the State of Texas. If any provision of this Note is prohibited by, or is
unlawful or unenforceable under, any applicable law of any jurisdiction, such
provision shall, as to such jurisdiction, be ineffective to the extent of such
prohibition without invalidating the remaining provisions hereof; provided that
where the provisions of any such applicable law may be waived, they hereby are
waived by Maker to the full extent permitted by law in order that this Note
shall be deemed to be a valid and binding Note in accordance with its terms.
IN WITNESS WHEREOF, Maker has executed this Note on the date first hereinabove
written.
/s/ Eliron Yaron
-------------------------
Eliron Yaron
B-PARK COMMUNICATIONS, INC.
By: /s/ Eliron Yaron
----------------------
Eliron Yaron, President
