EX-10.2 3 ex10-2.htm
DEBT SETTLEMENT AGREEMENT
Dated as of June 2, 2016
This Debt Settlement Agreement (this “Agreement”) is dated as of the date first set forth above (the “Effective Date”), and is entered into by and between Michael Palethorpe (“Palethorpe”) and New Media Insight Group, Inc., a Nevada corporation (the “Company”).
WHEREAS, Palethorpe is owed certain amounts (the “Debt”) by the Company in return for certain services previously provided by Palethorpe to the Company;
WHEREAS, as of the date hereof, the Company is undertaking certain transactions with Palethorpe and certain other persons who will be investing certain sums in the Company, as set forth in additional detail on the Term Sheet as attached hereto as Exhibit A (the “Transactions”);
WHEREAS, Palethorpe and the Company desire to settle all of the outstanding Debt through the payment of the amounts as set forth herein;
NOW, THEREFORE, in consideration of the premises and of the terms and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows:
| | (a) | Cash Payments. Subject to the terms and conditions herein, the Company shall make the following payments to Palethorpe: |
| | (i) | Upon the closing of the transactions contemplated herein (the “Closing”), the Company shall pay to Palethorpe the sum of $2,800.00 in cash, via wire transfer to an account as directed by Palethorpe; and |
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| | (ii) | Upon the completion of the audit of the Company for the most recently completed fiscal year, together with the receipt by the Company of a final audit report by the auditor, the Company shall pay to Palethorpe the sum of $5,000.00 in cash, via wire transfer to an account as directed by Palethorpe (the payment of the amounts as set forth in Section 1(a)(i) and this Section 1(a)(ii), the “Cash Payments”). |
| | (b) | Stock Issuance. Subject to the terms and conditions herein, upon the Closing, the Company shall issue to Palethorpe 3,500,000 shares of common stock (the “Shares”) of the Company (the “Issuance”). |
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| | (c) | Satisfaction. The parties acknowledge and agree that the Company’s obligation to make the Cash Payments and to complete the Issuance shall be dependent on the Closing occurring in accordance with the terms of the Transaction documents. Upon the making of the Cash Payments and the completion of the Issuance, such Cash Payment and the Issuance shall comprise full and complete satisfaction of any and all debts or obligations owed by the Company to Palethorpe as of the date of the Closing (excluding any obligations created by the Transactions). |
| 2. | Closing. The closing of the transactions contemplated herein (the “Closing”) shall occur on a date to be agreed between the parties, provided that such date shall be no later than June 9, 2016. The Closing shall occur simultaneously with, and shall be conditioned on, the satisfaction of the following conditions precedent: |
| | (a) | The execution by the Company and each of Atlanta Capital Partners, LLC, Summit Trading, Ltd. and Leone Group, LLC (individually an “Investor” and collectively the “Investors”) of an agreement between the Company and such Investors providing for the issuance to the Investors of an aggregate of 933,334 newly issued shares of common stock to each Investor at a purchase price of $0.001 per share, and the consummation of the transactions contemplated therein simultaneously with the transactions contemplated herein; |
| | (b) | The execution by the Company the Investors of an investment agreement between such parties providing for the obligation of the Investors to make certain investments in the Company, and the effectiveness of such investment agreement; |
| | (c) | The execution by Michael Palethorpe and each of the Investors of a stock purchase agreement between Michael Palethorpe and each of the Investors providing for the acquisition by the Investors of an aggregate of 16,999,998 shares of restricted common stock of the Company for a purchase price of $0.0001 per share, and the consummation of the transactions contemplated therein simultaneously with the transactions contemplated herein; and |
| | (d) | The execution by the Company and Michael Palethorpe of the letter agreement between such parties, and the consummation of the transactions contemplated therein simultaneously with the transactions contemplated herein. |
| 3. | Representations and Warranties of the Company. The Company hereby represents and warrants to Palethorpe as follows: |
| | (a) | Authorization. The execution, delivery and performance by the Company of this Agreement and the performance of all of the Company’s obligations hereunder have been duly authorized by all necessary corporate action, and this Agreement has been duly executed and delivered by the Company. The execution and performance of the transactions contemplated by this Agreement and compliance with its provisions by the Company will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, its Certificate of Incorporation or Bylaws or any agreement to which the Company is a party or by which it or any of its properties is bound. |
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| | (b) | Issuance of Shares. The issuance and delivery of the Shares in accordance with this Agreement and the Issuance have been duly authorized by all necessary corporate action on the part of the Company, and the Shares to be delivered pursuant to this Agreement, when so delivered, will have been duly and validly authorized and issued by the Company and will be fully paid and nonassessable. |
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| | (c) | Binding Obligation. Assuming the due execution and delivery of this Agreement by Palethorpe, this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights and (ii) to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. |
| 4. | Representations and Warranties of Palethorpe. Palethorpe hereby represents and warrants to the Company as follows: |
| | (a) | Authorization. Palethorpe has full power and authority to enter into this Agreement, to perform his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. |
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| | (b) | Binding Obligation. Assuming the due execution and delivery of this Agreement by the Company, this Agreement constitutes the valid and binding obligation of Palethorpe, enforceable against Palethorpe in accordance with its terms, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights and (ii) to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. |
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| | (c) | Restricted Securities. None of the Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Palethorpe understands that the Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom. |
| 5. | Termination. This Agreement may be terminated at any time prior to the Closing: |
| | (a) | by the written agreement of the parties hereto; or |
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| | (b) | by any party hereto if the Closing has not occurred by 5:00 p.m., Eastern time, on June 9, 2016, provided, however, that a party shall not have the right to terminate this Agreement pursuant to this Section 5(b) if such failure of the Closing to have occurred by such time shall be due to the breach of this Agreement by such party or the failure of such party to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it on or prior to the Closing. |
| | (a) | No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns. |
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| | (b) | Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the parties and supersedes any prior understandings, agreements, or representations by or among the parties, written or oral, to the extent they related in any way to the subject matter hereof. |
| | (c) | Interpretation. The parties agree that this Agreement shall be deemed to have been jointly and equally drafted by them, and that the provisions of this Agreement therefore shall not be construed against a party on the ground that such party drafted or was more responsible for the drafting of any such provision(s). The parties further agree that they have each carefully read the terms and conditions of this Agreement, that they know and understand the contents and effect of this Agreement and that the legal effect of this Agreement has been fully explained to its satisfaction by counsel of its own choosing. |
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| | (d) | Governing Law; Jurisdiction. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Nevada, without giving effect to principles of conflicts of law. Each of the parties agree to submit to the jurisdiction of the federal or state courts located in Clark County, Nevada in any actions or proceedings arising out of or relating to this Agreement. Each of the parties, by execution and delivery of this Agreement, expressly and irrevocably (i) consents and submits to the personal jurisdiction of any of such courts in any such action or proceeding; (ii) consents to the service of any complaint, summons, notice or other process relating to any such action or proceeding by delivery thereof to such party as set forth herein and (iii) waives any claim or defense in any such action or proceeding based on any alleged lack of personal jurisdiction, improper venue or forum non conveniens or any similar basis. EACH OF THE UNDERSIGNED HEREBY WAIVES FOR ITSELF AND ITS PERMITTED SUCCESSORS AND ASSIGNS THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INSTITUTED IN CONNECTION WITH THIS AGREEMENT. |
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| | (e) | Specific Performance. The parties acknowledge and agree that a breach of the provisions of this Agreement could not adequately be compensated by money damages, and therefore any party shall be entitled, in addition to any other right or remedy available to it, to an injunction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement, and no bond or other security shall be required in connection therewith, and the parties hereby consent to the issuance of such an injunction and to the ordering of specific performance. |
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| | (f) | Waiver/Amendments. Any waiver by any party to this Agreement of any provision of this Agreement shall not be construed as a waiver of any other provision of this Agreement, nor shall such waiver be construed as a waiver of such provision respecting any future event or circumstance. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Palethorpe and the Company. |
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| | (g) | Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. |
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| | (h) | Costs. Each party will bear its own costs and expenses incurred in connection with this Agreement and the transaction contemplated thereby. |
| | (i) | Survival of Terms. All representations, warranties and covenants contained in this Agreement or in any certificates or other instruments delivered by or on behalf of the parties hereto shall be continuous and survive the execution of this Agreement and the Closing. |
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| | (j) | Assignment. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of any assignee, subject to the terms and conditions hereof. Neither party may assign this Agreement without the prior written consent of the other party. |
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| | (a) | Notices. Notices hereunder shall be given only by personal delivery, registered or certified mail, return receipt requested, overnight courier service, by email, and shall be deemed delivered immediately when personally delivered or sent via email (with return receipt requested and received) or three days following such notice being deposited in the mail or delivered to a courier service, postage or charges prepaid, and properly addressed to the particular party to whom the notice is to be sent, to the address as set forth below the applicable party’s name on the signature pages hereto. |
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| | (k) | Headings. The headings used in this Agreement are for convenience only and shall not by themselves determine the interpretation, construction or meaning of this Agreement. |
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| | (l) | Attorneys’ Fees and Costs. In the event any party to this Agreement shall be required to initiate legal proceedings to enforce performance of any term or condition of this Agreement, including, but not limited to, the interpretation of any term or provision hereof, the payment of moneys or the enjoining of any action prohibited hereunder, the prevailing party shall be entitled to recover such sums in addition to any other damages or compensation received, as will reimburse the prevailing party for reasonable attorneys’ fees and court costs incurred on account thereof (including, without limitation, the costs of any appeal) notwithstanding the nature of the claim or cause of action asserted by the prevailing party. |
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| | (m) | Further Assurances. Each party agrees to execute and deliver to the other such additional documents and instruments, and to do and perform such other acts and things, as may be reasonably necessary for effecting the transactions contemplated herein. |
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| | (n) | Counterparts. This agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
[Signatures appear on following page]
IN WITNESS WHEREOF, Palethorpe and the Company have caused this Agreement to be executed as of the Effective Date.
| | New Media Insight Group, Inc. |
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| | By: | |
| | Name: | Michael Palethorpe |
| | Title: | Chief Executive Officer |
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| | Address for Notices: |
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| | New Media Insight Group, Inc. |
| | Attn: Michael Palethorpe |
| | 28202 N 58th Street |
| | Cave Creek, AZ 85331 |
| | Email: ***@*** |
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| | Michael Palethorpe |
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| | By: | |
| | | Michael Palethorpe |
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| | Address for Notices: |
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| | Michael Palethorpe |
| | c/o New Media Insight Group, Inc. |
| | 28202 N 58th Street |
| | Cave Creek, AZ 85331 |
| | Email: ***@*** |
