PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (the "Agreement") is made and entered into as of
the 10th day of March, 2006, by and between the following:
Steven Reuther, an individual and Samuel Mauro, an individual,
(collectively hereinafter, "Buyers") and
M POWER ENTERTAINMENT INC. a Delaware corporation (hereinafter "MPWE").
W I T N E S S E T H
WHEREAS the parties entered into a Purchase Agreement on November 21, 2005;
and
WHEREAS on November 21, 2005, pursuant to that agreement, MPWE acquired from
Buyers all the outstanding stock of Tropical Printing L.L.C. and MPWE issued
to Buyers shares of MPWE stock valued by the parties at $450,000; and
WHEREAS 9,999,999 shares of restricted common stock were issued to Buyers at
such time as the MPWE stock; and
WHEREAS, in lieu thereof, subject to the terms and conditions of this
Agreement , MPWE and Buyers desire for MPWE to purchase from Buyers, and for
Buyers to sell to MPWE, the MPWE restricted common stock (9,999,999,) the
"MPWE Stock") Buyers received for their sale of all of their stock of TROPICAL
PRINTING L.L.C., to M Power Entertainment Inc. ("MPWE") in November, 2005
under the Purchase Agreement. In payment for their purchase, MPWE desires to
pay to Buyers all of the Tropical Printing LLC stock ("Tropical Printing LLC
Stock") it received, as a successor corporation to MPWE, for the November,
2005 purchase by MPWE of Tropical Printing L.L.C. from Buyers and Buyers
desire to receive same as payment; and
WHEREAS, the Board of Directors of MPWE deems it desirable and in the best
interests of MPWE and its stockholders that MPWE sell the Tropical Printing
LLC Stock in consideration of payment by Buyers of the MPWE Stock and said
contract right; and
WHEREAS, Buyers deem it desirable and in the best interests of Buyers that
Buyers sell the MPWE Stock and said contract right to MPWE in exchange for the
Tropical Printing LLC Stock; and
WHEREAS, MPWE and Buyers desire to provide for certain undertakings,
conditions, representations, warranties, and covenants in connection with the
transactions contemplated by their Agreement; and
WHEREAS, Buyers and the Board of Directors of MPWE have approved and adopted
their Agreement, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained, the parties hereto do hereby agree as follows:
SECTION 1
DEFINITIONS
1.1 "Agreement", "MPWE", "MPWE Stock", "Tropical Printing LLC Stock",
"MPWE", "Buyers", respectively, shall have the meanings defined in the
foregoing preamble and recitals to their Agreement.
1.2 "Closing Date" shall mean 6:00 p.m., local time, March 10, 2006,
at Houston, Texas, the date on which the parties hereto shall close the
transactions contemplated herein; provided that the parties can change the
Closing Date and place of Closing to such other time and place as the parties
shall mutually agree, in writing. As of the Closing Date, all Exhibits to
their Agreement shall be complete and attached to their Agreement.
1.3 "Confidential information" shall have the meaning defined in
Section 11.1 hereof.
SECTION 2
AGREEMENT FOR PURCHASE AND SALE OF M POWER ENTERTAINMENT STOCK
2.1 Substantive Terms of the Purchase and Sale of M POWER
ENTERTAINMENT Stock and the Related Contract Right.
Buyers shall sell and deliver to MPWE the MPWE Stock in a form enabling
MPWE, then and there, to become the record and beneficial owner of said common
stock, consisting of nine million, nine hundred ninety-nine thousand, nine
hundred ninety-nine (9,999,999) shares of MPWE restricted common Stock.
2.2 Consideration Paid by MPWE.
(a) MPWE shall deliver to Buyers the Tropical Printing LLC
Membership Certificates in the names of Samuel Mauro and Steven Reuther.
2.3 Delivery of Stock to MPWE
Upon receipt of said Tropical Printing Certificates, Tropical
will then forward the MPWE Stock certificates within 7 days to Gary Kimmons at
his address below in paragraph 14.1.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF MPWE
MPWE, in order to induce the Buyers to execute their Agreement and to
consummate the transactions contemplated herein, represents and warrants to
Buyers, as follows:
3.1 Organization and Qualification. MPWE is a corporation duly
organized, validly existing, and in good standing under the laws of Delaware,
with all requisite power and authority to own its property and to carry on its
business as it is now being conducted. MPWE is duly qualified as a foreign
corporation and in good standing in each jurisdiction where the ownership,
lease, or operation of property or the conduct of business requires such
qualification, except where the failure to be in good standing or so qualified
would not have a material, adverse effect on the financial condition or
business of MPWE.
3.2 Authorization and Validity. MPWE has the requisite power and is
duly authorized to execute and deliver and to carry out the terms of their
Agreement. The board of directors and stockholders of MPWE have taken all
action required by law, its Articles of Incorporation and Bylaws, both as
amended, or otherwise to authorize the execution and delivery of their
Agreement and the consummation of the transactions contemplated hereby,
subject to the satisfaction or waiver of the conditions precedent set forth in
Section 8 of their Agreement. Assuming their Agreement has been approved by
all action necessary on the part of Buyers, their Agreement is a valid and
binding agreement of MPWE. Approval by the shareholders of MPWE is not
required in order for it to consummate the transaction provided for in their
Agreement.
3.3 No Defaults. MPWE is not in default under or in violation of any
provision of its Articles of Incorporation or Bylaws, both as amended. MPWE
is not in default under or in violation of any material provision of any
indenture, mortgage, deed of trust, lease, loan agreement, or other agreement
or instrument to which it is a party or by which it is bound or to which any
of its is subject, if such default would have a material, adverse effect on
the financial condition or business of MPWE. MPWE is not in violation of any
statute, law, ordinance, order, judgment, rule, regulation, permit,
franctheire, or other approval or authorization of any court or governmental
agency or body having jurisdiction over it or any of its properties which, if
enforced, would have a material, adverse effect on the financial condition or
business of MPWE. Neither the execution and delivery of their Agreement, nor
the consummation of the transactions contemplated herein, will conflict with
or result in a breach of or constitute a default under any of the foregoing or
result in the creation of any lien, mortgage, pledge, charge, or encumbrance
upon any asset of MPWE and no consents or waivers thereunder are required to
be obtained in connection therewith in order to consummate the transactions
contemplated by their Agreement.
3.4 Documents. The copies of all agreements and other instruments
that have been delivered by MPWE to Buyers are true, correct, and complete
copies of such agreements and instruments and include all amendments thereto.
3.5 Disclosure. The representations and warranties made by MPWE
herein and in any schedule, statement, certificate, or document furnished or
to be furnished by MPWE to Buyers pursuant to the provisions hereof or in
connection with the transactions contemplated hereby, taken as a whole, do not
and will not as of their respective dates contain any untrue statements of a
material fact, or omit to state a material fact necessary to make the
statements made not misleading.
SECTION 4
REPRESENTATIONS AND WARRANTIES OF BUYERS
Buyers, in order to induce MPWE to execute their Agreement and to
consummate the transactions contemplated herein, represents and warrants to
MPWE as follows:
4.1 Authorization and Validity. Buyers have the requisite power and
are duly authorized to execute and deliver and to carry out the terms of their
Agreement. Assuming their Agreement has been approved by all action necessary
on the part of MPWE, their Agreement is a valid and binding agreement of
Buyers.
4.2 Disclosure. The representations and warranties made by Buyers
herein and in any schedule, statement, certificate, or document furnished or
to be furnished by Buyers to MPWE pursuant to the provisions hereof or in
connection with the transactions contemplated hereby taken as a whole do not
and will not as of their respective dates contain any untrue statements of a
material fact, or omit to state a material fact necessary to make the
statements made not misleading.
SECTION 5
PRESS RELEASE
5.1 Press Release. MPWE and Buyers shall agree with each other as to
the form and substance of any press releases and the filing of any documents
with any federal or state agency related to their Agreement and the
transactions contemplated hereby and shall consult with each other as to the
form and substance of other public disclosures related thereto; provided,
however, that nothing contained herein shall prohibit either party from making
any disclosure that its counsel deems necessary. In that case, whichever party
deems necessary a press release or filing as mentioned above, agrees to first
present it to the other party for its review by counsel. The other party will
have 3 business days to approve the release or filing, or make its' objections
noted to the other.
SECTION 6
BROKERAGE
6.1 Brokers and Finders. Neither MPWE nor Buyers, or any of their
respective officers, directors, employees, or agents, has employed any broker,
finder, or financial advisor or incurred any liability for any fee or
commissions in connection with initiating the transactions contemplated
herein. Each party hereto agrees to indemnify and hold the other party
harmless against or in respect of any other commissions, finder's fees, or
brokerage fees incurred or alleged to have been incurred with respect to
initiating the transactions contemplated herein as a result of any action of
the indemnifying party.
SECTION 7
CLOSING AGREEMENTS AND POST-CLOSING
7.1 Closing Agreements. On the Closing Date, the following
activities shall occur, the following agreements shall be executed and
delivered, and the respective parties thereto shall have performed all acts
that are required by the terms of such activities and agreements to have been
performed simultaneously with the execution and delivery thereof as of the
Closing Date:
(a) Buyers shall have executed and delivered documents to MPWE
sufficient then and there to transfer record and beneficial ownership to MPWE
of the MPWE Stock, consisting of an aggregate of nine million, nine hundred
ninety-nine thousand, nine hundred ninety-nine (9,999,999) shares of
Restricted Common Stock of MPWE. Such shares shall be not pledged, and totally
unencumbered.
(b) MPWE shall have delivered to Buyers the Tropical Printing
LLC Membership Certificates in the names of Samuel Mauro and Steven Reuther.
(c) Both parties, MPWE and Buyers agree that all monies spent
for any reason, whether in actual cash or in accrued labor expenses of
employees or contractors from either party will be bourn by the respective
parties and neither party will attempt to collect any fees or expenses
expended, including monies spent to help each other operate on a daily basis
or to prevent default actions by creditors.
SECTION 8
CONDITIONS PRECEDENT TO MPWE'S OBLIGATIONS TO CLOSE
The obligations of MPWE to consummate their Agreement are subject to
satisfaction on or prior to the Closing Date of the following conditions:
8.1 Representations and Warranties. The representations and
warranties of Buyers contained in their Agreement shall be true and correct in
all material respects on and as of the Closing Date, and Buyers shall have
performed in all material respects all of their obligations hereunder
theretofore to be performed.
8.2 Other. The joint conditions precedent in Section 10 hereof shall
have been satisfied and all documents required for Closing shall be acceptable
to Counsel for MPWE.
SECTION 9
CONDITIONS PRECEDENT TO BUYERS' OBLIGATIONS TO CLOSE
The obligation of Buyers to consummate their Agreement is subject to the
satisfaction on or prior to the Closing Date of the following conditions:
9.1 Representations and Warranties. The representations and
warranties of MPWE contained in their Agreement shall be true and correct in
all material respects on and as of the Closing Date, and MPWE shall have
performed in all material respects all of its obligations hereunder
theretofore to be performed.
9.2 Other. The joint conditions precedent in Section 10 hereof shall
have been satisfied.
SECTION 10
JOINT CONDITIONS PRECEDENT
The obligations of each MPWE and Buyers to consummate their agreement
shall be subject to satisfaction by the other party ("Other Party") or waiver
in writing by the party entitled to have the Other Party perform each and all
of the following conditions precedent at or prior to the Closing Date:"
10.1 Other Agreements. All of the agreements contemplated by Section
7.1 of their Agreement shall have been executed and delivered by the Other
Party, and all acts required to be performed thereunder by the Other Party as
of the Closing Date shall have been duly performed, including, without
limitation, completion of all exhibits to their Agreement.
10.2 Absence of Litigation. At the Closing Date, there shall be no
action, suit, or proceeding pending or threatened against Other Party hereto
by any person, governmental agency, or subdivision thereof, nor shall there be
pending or threatened any action in any court or administrative tribunal,
which would have the effect of prohibiting the consummation of the
transactions contemplated herein.
SECTION 11
CONFIDENTIALITY
11.1 Buyers acknowledge that they has acquired confidential
information and materials from MPWE and MPWE about the technology, business,
products, strategies, customers, clients and suppliers of MPWE and that all
such information, materials and knowledge acquired, are and will be trade
secrets and confidential and proprietary information of MPWE (collectively,
such acquired information, materials, and knowledge are the "Confidential
Information"). Buyer's covenants to hold such Confidential Information in
strict confidence, not to disclose it to others or use it in any way,
commercially or otherwise, except in connection with the transactions
contemplated by their Agreement and not to allow any unauthorized person
access to such Confidential Information.
11.2 The Confidential Information disclosed by MPWE to Buyers shall
remain the property of the disclosing party. The Confidential Information
disclosed by the Buyers to MPWE shall remain the property of the Buyer.
11.3 Buyers shall maintain in secrecy all Confidential Information
disclosed to him by MPWE using not less than reasonable care. Buyers shall
not use or disclose in any manner to any third party any Confidential
Information without the express written consent of MPWE unless or until the
Confidential Information is:
(a) publicly available or otherwise in the public domain; or
(b) rightfully obtained by any third party without restriction;
or
(c) disclosed by MPWE without restriction pursuant to judicial
action, or government regulations or other requirements.
11.4 The obligations of Buyers under Sections 11.1, 11.2, and 11.3 of
their Agreement shall expire one year from the date hereof as to Confidential
Information consisting of commercial and financial information and two years
from the date hereof as to Confidential Information consisting of technical
information. For their purpose, technical information shall include without
limitation all developments, inventions, innovations, designs, discoveries,
trade secrets and know-how, whether or not patentable or copyrightable.
11.5 The same confidentiality requirements on the Buyers will similarly
be required by MPWE in regards to information it has obtained about Tropical
Printing LLC and the subsequent potential companies to be attempted to be
acquired, provided to MPWE by Buyers (Arcade Lithographing and Spotlight
Graphics).
SECTION 12
TERMINATION AND WAIVER
12.1 Termination. This Agreement may be terminated and abandoned on
the Closing Date by:
(a) the mutual consent in writing of the parties hereto;
(b) MPWE, if the conditions precedent in Sections 8 and 10 of
their Agreement have not been satisfied or waived by the Closing Date; and
(d) Buyers, if the conditions precedent in Sections 9 and 10 of
their Agreement have not been satisfied or waived by the Closing Date.
If their Agreement is terminated pursuant to Section 12.1, the parties hereto
shall not have any further obligations under their Agreement, and each party
shall bear all costs and expenses incurred by it.
SECTION 13
NATURE AND SURVIVAL OF REPRESENTATIONS, ETC.
13.1 All statements contained in any certificate or other instrument
delivered by or on behalf of MPWE or Buyers pursuant to their Agreement or in
connection with the transactions contemplated hereby shall be deemed
representations and warranties by such party. All representations and
warranties and agreements made by MPWE or Buyers in their Agreement or
pursuant hereto shall survive the Closing Date hereunder until the expiration
of the 12th month following the Closing Date.
SECTION 14
MISCELLANEOUS
14.1 Notices. Any notices or other communications required or
permitted hereunder shall be sufficiently given if written and delivered in
person or sent by registered mail, postage prepaid, addressed as follows:
to Buyers: Tropical Printing LLC
2147 D Porter Lake Drive
Sarasota, FL 34240
to MPWE: M POWER ENTERTAINMENT INC
Attn: Gary Kimmons
2602 Yorktown Place
Houston, TX 77056
or such other address as shall be furnished in writing by the appropriate
person, and any such notice or communication shall be deemed to have been
given as of the date so mailed.
14.2 Time of the Essence. Time shall be of the essence of their
Agreement.
14.3 Costs. Each party will bear the costs and expenses incurred by
it in connection with their Agreement and the transactions contemplated
hereby.
14.4 Cancellation of Agreement. In the event that their Agreement is
canceled by mutual agreement of the parties or by failures of any of the
conditions precedent set forth in Paragraphs 8, 9, and 10, neither Buyers nor
MPWE shall be entitled to any damages, fees, costs, or other consideration.
14.5 Entire Agreement and Amendment. This Agreement and documents
delivered at the Closing Date hereunder contain the entire agreement between
the parties hereto with respect to the transactions contemplated by this
Agreement and supersedes all other agreements, written or oral, with respect
thereto. This Agreement may be amended or modified in whole or in part, and
any rights hereunder may be waived, only by an agreement in writing, duly and
validly executed in the same manner as this Agreement or by the party against
whom the waiver would be asserted. The waiver of any right hereunder shall be
effective only with respect to the matter specifically waived and shall not
act as a continuing waiver unless it so states by its terms.
14.6 Counterparts. This Agreement may be executed in one or more
counterparts each of which shall be deemed to constitute an original and shall
become effective when one or more counterparts have been signed by each party
hereto and delivered to the other party.
14.7 Governing Law. This Agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the State of Texas.
14.8 Attorneys' Fees and Costs. Each Party will bear the cost of its
own counsel for all expenses they see fit to spend for any reason. There is
no right to collect attorneys' fees or costs from each other for any reason.
14.9 Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs,
executors, personal representatives, successors, and assigns, as the case may
be.
14.10 Access to Counsel. Each party hereto acknowledges that each
has had access to legal counsel of her or its own choice and has obtained such
advice therefrom, if any, as such party has deemed necessary and sufficient
prior to the execution hereof. Each party hereto acknowledges that the
drafting of this Agreement has been a joint effort and any ambiguities or
interpretative issues that may arise from and after the execution hereof shall
not be decided in favor or, or against, any party hereto because the language
reflecting any such ambiguities or issues may have been drafted by any
specific party or her or its counsel.
14.11 Captions. The captions appearing in this Agreement are
inserted for convenience of reference only and shall not affect the
interpretation of this Agreement.
14.12 Indemnification. Each party hereto agrees to indemnify and
hold the other party harmless against or in respect of any other actions
incurred or alleged to have been incurred with respect to initiating the
transactions contemplated herein as a result of any action of the indemnifying
party.
14.13 Access to Information. To the extent actually required for
MPWE's current and future reporting requirements to the SEC, Buyers shall
cause MPWE, its counsel, accountants and auditors ("Representatives") to have
access, during normal business hours, to all of the books and records of
Tropical Printing LLC relating to the period of November 2005 through Closing
Date. Buyers will cause to be furnished to MPWE and its Representatives upon
proof of necessity therefore from MWPE or its Representatives, all such
information concerning the affairs of Tropical Printing LLC as MPWE or such
Representatives may reasonably request to comply with SEC reporting
requirements. This provision shall only be effective for one year from the
Closing Date of this Purchase Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
M POWER ENTERTAINMENT, INC.
/s/ Gary F. Kimmons
By: __________________________________
Gary F. Kimmons
President & CEO
BUYERS:
/s/ Steven Reuther
______________________________________
Steven Reuther
/s/ Samuel Mauro
______________________________________
Samuel Mauro