Exhibit 10.4
Offer to Purchase
(Business)
Barr Eden Family Trust of Australia, (the "Purchaser") hereby offers to purchase
from Fort Street Equity, of Cayman Islands (the "Vendor"), Five Hundred Thousand
(500,000) options (the "Options"), each Option having the right to purchase one
common share in Friday Night Entertainment Corporation (the "Company") at an
option price of US$0.50 (fifty US cents) under the following terms and
conditions.
1. Purchase Price. The purchase price (the "Purchase Price") payable by
the Purchaser to the Vendor for each Option shall be $0.02 for each
option purchased.
2. Payment of Purchase Price. The Purchase Price shall be paid and
satisfied at Closing by the Purchaser by delivering to the Vendor, a
promissory note payable for the Purchase Price on the Closing Date.
Promissory note to be payable when the option is exercised.
3. Consent to Sale and Transfer of Options. The Company has given its
written consent to the sale of these options, such consent shown on
exhibit A. The consent is conditional on the Purchaser accepting the
option agreement in its entirety.
4. Option Agreement. The Purchaser accepts the terms and conditions of the
option agreement (Exhibit B) and agrees to abide by the terms and
conditions of the option agreement.
5. Due Diligence. The Purchaser confirms that it is familiar with the
business plan, financial statements and the US Securities Exchange
filings of Friday Night Entertainment Corporation and has performed all
due diligence it considers necessary to satisfy itself of the risks and
suitability of this transaction.
6. Vendors Representations. The vendor represents that it has valid title
to the Options and that the options have not been pledged or secured to
any other party. The vendor makes no representations regarding the
viability of the Company.
7. Closing Date. Time shall be of the essence of this Offer. The closing
of this transaction shall take place at 2:00 p.m. on October 31, 2004
or such earlier or later date as may be mutually acceptable to the
parties hereto (the "Closing Date" or "Closing") at the office of the
Purchaser in Australia or at such other place as may approved in
writing by the parties hereto or their respective solicitors.
8. General.
(a) Schedules and other documents attached or referred to in this
Offer are an integral part of this Offer.
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(b) The division of this Offer into paragraphs and subparagraphs
and the insertion of headings are for convenience of reference
only and shall not affect the construction or interpretation
hereof.
(c) All dollar amounts referred to in this Offer are in lawful
money of The United States of America.
(d) This Offer constitutes the entire agreement among the parties
and except as herein stated and in the instruments and
documents to be executed and delivered pursuant hereto,
contains all of the representations and warranties of the
respective parties. There are no oral representations or
warranties amount the parties of any kind. This Offer may not
be amended or modified in any respect except by written
instrument signed by both parties.
(e) This Offer shall be governed by and construed in accordance
with the laws of the State of Nevada
(f) Any notice required or permitted to be given hereunder shall
be in writing and shall be effectively given if (i) delivered
personally, (ii) sent by prepaid courier service or mail, or
(iii) sent prepaid by facsimile, telex or other similar means
of electronic communication (confirmed on the same or
following day by prepaid mail) addressed to the recipient at
the address of the recipient noted above. Any notice so given
shall be deemed conclusively to have been received when so
personally delivered or sent by telex, facsimile or other
electronic communication or on the second day following the
sending thereof by private courier or mail. Any party hereto
or others mentioned above may change any particulars of its
address for notice by notice to the others in the manner
aforesaid.
(g) This Offer shall enure to the benefit of and be binding upon
the parties hereto and their respective successors and
assigns.
9. Irrevocable Period. This Offer shall be irrevocable by the Purchaser
until 5:00 on October 28, 2004, after which time, if not accepted, this
Offer shall be null and void and the Deposit returned to the Purchaser
without interest or deduction.
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IN WITNESS WHEREOF this Offer has been executed by the Purchaser this 28 th day
of October, 2004.
Barr Eden Family Trust
/s/ Robert McLean
- ---------------------------------- ----------------------------------
I hereby accept the above Offer.
DATED 28 October 2004.
Fort Street Equity
/s/ Mitchell Stough
- ---------------------------------- ----------------------------------
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Schedule "A"
Consent to transfer Option.
October 28, 2004.
Fort Street Equity
This letter confirms that the Friday Night Entertainment Corporation consents to
your selling 500,000 options as detailed in the option agreement between Fort
Street Equity and Friday Night Entertainment Corporation.
Cameron Lamb
Schedule "B"
Option
Option Agreements
Company hereby grant to Optionees the right to purchase all or any part of an
aggregate of 500,000 shares of Common Stock of the Company (the "Option Shares")
at an exercise price (the "Exercise Price") per share equal to the greater of:
(a) a 40% discount from the average closing bid price of the Common Stock on a
public exchange during the ten (10) trading days immediately prior to exercise
of the Option, or (b) $0.50 per share.
Exercisability of Option. The Option Shares subject to the Option shall become
purchasable by the Optionee, in whole or in part, at any time prior to the
expiration of the Option, which expiration shall occur on December 31, 2005 (the
"Expiration Date"). On the Expiration Date, this Option and all rights shall
expire and any Option Shares not purchased on or before the Expiration Date may
not thereafter be purchased hereunder.
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3. Method of Exercise of Option; Payment of Exercise Price. The Option
shall be exercisable at any time and from time to time, prior to the Expiration
Date, by surrender to the Company of Notice, which shall state the Optionee's
election to exercise this Option and the number of Option Shares in respect of
which it is being exercised, and shall be accompanied by a check in the amount
of the Exercise Price. Within a reasonable time following payment of the full
Exercise Price by Optionee, the Company shall deliver to the Optionee a
certificate or certificates representing those shares. A certificate or
certificates for the shares as to which this Option shall have been so exercised
shall be registered in the name of the Optionee and shall be delivered to
Optionee at the address of Optionee specified in the Notice or at such other
address as Optionee shall set forth in its Notice.
4. Non-Assignability of Option. The Option may be exercised only by the
Optionee and shall not be sold, transferred, assigned, pledged, hypothecated or
otherwise disposed of in any way (whether by operation of law or otherwise)
without the Company's prior written consent except that Optionee may, solely in
connection with a transfer of all or substantially all of its assets to an
entity or entities controlled by Optionee ("Affiliate"), sell, transfer or
assign all its interest in this Agreement to such Affiliate but only after
giving the Company at least ten (10) days notice in writing of the proposed
sale, transfer or assignment. Any buyer, transferee, or assignee of this Option
shall be bound by and subject to each and every provision of this Agreement and
shall not sell, transfer, assign, pledge, hypothecate or otherwise dispose of
the Option in any way (whether by operation of law or otherwise).
5. Limitation of Optionee's Rights. Except as otherwise provided in
Section 6 below, Optionee shall not have any of the rights or privileges of a
shareholder of the Company in respect of any Option Shares issuable upon
exercise of this Option unless and until those shares have been paid for in full
and upon such payment in full Optionee shall be deemed to be the record
Optionee.
6. Anti-Dilution Provisions. If the Company shall pay a dividend in
shares of its Common Stock, subdivide (split) its outstanding shares of Common
Stock, combine (reverse split) its outstanding shares of Common Stock, issue by
reclassification of its shares of Common Stock any shares or other securities of
the Company, or distribute to holders of its Common Stock any securities of the
Company or of another entity, the number of shares of Common Stock or other
securities the Optionee is entitled to purchase pursuant to this Option
immediately prior thereto shall be adjusted so that the Optionee shall be
entitled to receive upon exercise the number of shares of Common Stock or other
securities which it would have owned or would have been entitled to receive
after the happening of any of the events described above had this Option been
exercised immediately prior to the happening of such event, and the Exercise
Price shall be correspondingly adjusted; provided, however, that no adjustment
in the number of shares and/or the Exercise Price shall be required unless such
adjustment would require an increase or decrease of at least one percent (1%) in
such number and/or price; and provided further, however, that any adjustments
which by reason of this Section 6 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. An adjustment made
pursuant to this Section 6 shall become effective immediately after the record
date in the case of the stock dividend or other distribution and shall become
effective immediately after the effective date in the case of a subdivision,
combination or reclassification. The Optionee shall be entitled to participate
in any subscription or other rights offering made to holders of the Company's
Common Stock to the extent it would have been entitled had this Option been
exercised in the full number of shares as to which this Option remains
unexercised immediately prior to the record date for such rights offering. If
the Company is consolidated or merged with or into another Company or if all or
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substantially all of its assets are conveyed to another Company, this Option
shall thereafter be exercisable for the purchase of the kind and number of
shares of stock or other securities or property, if any, receivable upon such
consolidation, merger or conveyance by an Optionee of the number of shares of
Common Stock of the Company which could have been purchased on the exercise of
this Option immediately prior to such consolidation, merger or conveyance; and,
in any such case, appropriate adjustment (as determined by the Board of
Directors) shall be made in the application of the provisions herein set forth
with respect to the rights and interests thereafter of the Optionee to the end
that the provisions set forth herein (Including provisions with respect to
changes in and other adjustments of the number of shares of Common Stock the
Optionee is entitled to purchase) shall thereafter be applicable, as nearly as
possible, in relation to any shares of Common Stock or other securities or other
property thereafter deliverable upon the exercise of this Option. Upon any
adjustment of the number of shares of Common Stock or other securities the
Optionee is entitled to purchase, and of any change in Exercise Price, then in
each such case the Company shall give written notice thereof to the then
registered holder of this Option at the address of such Optionee as shown on the
books of the Company, which notice shall state such change and set forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. Each such notice shall be accompanied by a statement of
the firm of independent certified public accountants retained to audit the
financial statements of the Company to the effect that such firm concurs in the
Company's calculation of the change.
7. Piggyback Registration Rights. If the Company at any time from the date
of the issuance of the Option through the Expiration Date, proposes to register
any of its securities under the Securities Act for sale to the public, whether
for its own account or for the account of other security holders or both (except
with respect to registration statements on Forms S-4, S-8 and any successor
forms thereto), each such time it will give written notice to such effect to the
Optionee at least 30 days prior to such filing. Upon the written request of the
Optionee received by the Company within 20 days after the giving of any such
notice by the Company to register any of shares of Common Stock, the Company
will cause the shares of Common Stock as to which registration shall have been
so requested to be Included in the securities to be covered by the registration
statement proposed to be filed by the Company, all to the extent required to
permit the sale or other disposition by the Optionee of such shares of Common
Stock so registered. Notwithstanding the foregoing, in the event that any
registration pursuant to this Section 7 shall be, in whole or in part, an
underwritten public offering of Common Stock, the number of shares of Common
Stock to be included in such an underwriting may be reduced (pro rata among the
requesting Optionees) and the other selling stockholders (based upon the number
of shares of Common Stock requested to be registered by them) if and to the
extent that the managing underwriter shall be of the good faith opinion that
such inclusion would adversely affect the success of such an underwriting,
provided, that such number of shares of Common Stock shall not be reduced if any
shares of Common Stock are to be included in such underwriting for the account
of any person other than the Company or requesting Optionees of shares of Common
Stock. In the event of such a reduction, the Company agrees to file a
registration statement for the resale of the shares underlying this Option not
included in such underwritten offering within ninety (90) days of the date that
the underwritten offering is declared effective by the Securities and Exchange
Commission. Notwithstanding the foregoing provisions, the Company may withdraw
any registration statement referred to in this Section 7 without thereby
incurring any liability to the Optionees of shares of Common Stock.