Exhibit 10.1
AGREEMENT
Agreement (the "Agreement"), dated as of January 7, 2004, made by
Fountainhead Media Services, Inc., a California corporation ("FMS"), and
Hollywood Media Corp., a Florida corporation ("HOLL").
WHEREAS, FMS is the legal and beneficial owner of six hundred (600)
shares (the "Shares") of common stock, par value $.01 per share, of Baseline
Acquisitions Corp., a Delaware corporation, which shares were previously pledged
to HOLL pursuant to that certain Pledge Agreement (the "Pledge Agreement") dated
as of January 14, 2002, made by FMS in favor of HOLL;
WHEREAS, FMS is obligated to HOLL in the principal amount of $2,000,000
(the "Loan") pursuant to that certain Stock Purchase Agreement (the "SPA") dated
as of January 14, 2002 executed in connection with the Transfer and Shareholders
Agreement dated as of January 14, 2002 (the "Transfer Agreement") by and between
FMS and HOLL;
WHEREAS, the Loan is evidenced by a promissory note dated as of January
14, 2002, in favor of HOLL (the "Note");
WHEREAS, FMS has not made payments due HOLL under the Note, and, as
evidenced by the minutes of a special meeting of the shareholders of FMS of even
date herewith, FMS has no means or ability to pay the arrearages or any new
amounts coming due under the Note, and as such FMS desires to relinquish and
assign the Shares to HOLL in order to satisfy the Note;
NOW, THEREFORE, for $10.00 and other good and valuable consideration
and in consideration of this Agreement and the mutual benefits to be derived
hereby and thereby, and the promises, representations, warranties, covenants and
other good and valuable consideration provided for herein, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, hereby agree as follows:
1. FMS hereby acknowledges and agrees that the above recitals are true
and correct.
2. FMS hereby represents and warrants that (a) FMS has full corporate
power and authority to execute and deliver this Agreement and each other
agreement, document, instrument or certificate contemplated by this Agreement or
to be executed by it in connection with the consummation of the transactions
contemplated hereby and thereby and to perform fully its obligations hereunder
and thereunder; and (b) this Agreement has been duly and validly executed and
delivered by FMS and constitutes the legal, valid and binding obligation of FMS
enforceable against FMS in accordance with its terms.
3. FMS hereby sells, assigns and transfers the Shares unto HOLL,
standing in the name on the books of said Baseline Acquisitions Corp. and does
hereby irrevocably constitute and appoint HOLL's counsel, as attorney to
transfer said Shares on the books of Baseline Acquisitions Corp. with full power
of substitution in the premises, as evidenced by the certain executed stock
power previously dated January 14, 2002 in HOLL's possession.
4. In furtherance of all rights and remedies of HOLL under the Pledge
Agreement, the Transfer Agreement, the SPA and the Note, FMS hereby agrees to
take all necessary actions and to execute and deliver all such further
instruments and documents, as is necessary, proper or advisable in order to
transfer legal and beneficial ownership of the Shares to HOLL.
5. FMS further hereby represents and warrants that the Shares shall be
transferred to HOLL free and clear of any and all liens, liabilities, and
encumbrances, and that such transfer shall be in accordance with all applicable
laws.
6. Upon HOLL's receipt of good and marketable title to the Shares, HOLL
shall provide FMS with evidence of complete accord and satisfaction of the Note.
7. This Agreement shall be governed by and in accordance with the laws
of the State of Florida without regard to conflict of law rules thereof. All
disputes between the parties hereto concerning this Agreement or which would
otherwise require or allow resort to any court or other governmental dispute
resolution forum shall be settled by binding arbitration held in Palm Beach
County, Florida in accordance with the rules of the American Arbitration
Association (the "Rules") and by three arbitrators appointed in accordance with
the Rules. Each party shall bear its own costs and expense of such arbitration.
Any such award shall be final and binding on the parties thereto, and may be
entered in any court having competent jurisdiction.
8. Each of the parties hereto, and each and all of their respective
subsidiaries, parent companies, affiliates, directors, officers, partners,
heirs, employees, servants, attorneys, assigns, successors, agents and
representatives, past and present, and each of them, and the respective
successors, assigns, heirs, executors, administrators and any legal and personal
representatives of each of the foregoing, and each of them, hereby remises,
releases, acquits, satisfies, and forever discharges the other parties hereto,
and each and all of their respective subsidiaries, parent companies, affiliates,
directors, officers, partners, heirs, employees, servants, attorneys, assigns,
successors, agents and representatives, past and present, and each of them, and
the respective successors, assigns, heirs, executors, administrators and any
legal and personal representatives of each of the foregoing, and each of them,
of and from any and all, and all manner of action and actions, cause and causes
of action, suits, debts, liabilities, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements,
obligations, promises, variances, trespasses, damages, judgments, executions,
claims and demands whatsoever, in law or in equity, known or unknown, of every
kind and nature whatsoever, and by whomever asserted, whether at this time known
or suspected, or unknown or unsuspected, anticipated or unanticipated, direct or
indirect, fixed or contingent or which may presently exist or which may
hereafter arise or become known, in law or in equity, in the nature of an
administrative proceeding or otherwise, for or by reason of any event ,
transaction, matter or cause whatsoever, with respect to, in connection with or
arising out of this Agreement and the subject matter hereof, other than failure
to perform an obligation set forth in this Agreement.
IN WITNESS WHEREOF, the parties have caused their respective duly
authorized representatives to execute this Agreement as of the date first
written above.
Witnesses: FOUNTAINHEAD MEDIA SERVICES, INC.
/s/ Sho Haguchi
- ------------------------------- By: /s/ Rafi Gordon
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/s/ Alex Amin Name: Rafi Gordon
- ------------------------------- Title:
Witnesses: HOLLYWOOD MEDIA CORP.
/s/ Nadine Oberman
- ------------------------------- By: /s/ Nicholas Hall
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/s/ Kristina M. Beakey Name: Nicholas Hall
- ------------------------------- Title: Chief Operating Officer
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