This CONTRIBUTION AGREEMENT (“Agreement”) is entered into as of June _____, 2006 among Table 18, LLC, a Massachusetts Limited Liability Company (“Company”) and Jediah Jarvais, an individual; Joel Rines, an individual; Ian Rines, an individual; Brian Kearsley, an individual; Adam Caravalho, an individual, and all of which individuals in their individual capacities and in their capacities as member (or in the case of Adam Caravalho as manager) of a musical band known as the “Jediah Band”; and Bruce Warila, an individual (Jediah Jarvais, Joel D. Rines, Ian Rines, Brian Kearsley, Adam Caravalho, and Bruce Warila shall sometimes be referred to herein individually as a “Contributor” and collectively as the “Contributors”).
WHEREAS, the Contributors have agreed to form the Company and agree to transfer certain assets and property of the respective Contributors to the Company in exchange for interests in the Company;
WHEREAS, the Contributors desire to contribute and assign to the Company all right, title and interest in and to those assets listed on Exhibit “A” hereto in exchange for interest in the Company.
WHEREAS, each of the Contributors represents, warrants and covenants to the Company that he has the necessary power and authority to execute this Agreement.
WHEREAS, the parties desire to enter into this Agreement with respect to the assets and property being contributed and assigned to the Company by Contributors and the Company desires to accept such contribution and assignment, on the terms set forth in this Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and conditions set forth below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement agree as follows:
1. CONTRIBUTION OF ASSETS BY CONTRIBUTORS. Contributors hereby sell, convey, transfer, assign, release and deliver to the Company all right, title and interest in and to the assets set forth on Exhibit A hereto (the “Assets”) to have and hold the same unto itself, its successors and assigns forever, and the Company shall accept such grant, sale, conveyance, transfer, assignment and delivery of the Assets.
2. ASSUMPTION OF LIABILITIES BY THE COMPANY. Contributors transfer, assign and delegate to the Company all of the liabilities set forth on Exhibit A
hereto (the “Liabilities”), and the Company shall accept such transfer, assignment and delegation and assume and undertake to become liable for such Liabilities and agree to faithfully pay, perform and discharge such Liabilities when due. The Company further agrees that it shall indemnify, defend and hold harmless the Contributors, its affiliates, agents, officers, directors and employees from and against any and all losses, damages, liabilities, expenses, costs, assessments and taxes (including, without limitation, interest, penalties and attorneys’ fees) arising from or in connection with any debts, liabilities, obligations or contracts assumed under this Agreement.
3. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE
CONTRIBUTORS. Each of the Contributors hereby represents, warrants, and covenants to the Company as follows:
3.1 REQUISITE POWER AND AUTHORITY. Contributors have all necessary
power and authority under all applicable provisions of law to execute and deliver
this Agreement and to carry out its provisions. All action on the respective
Contributor’s part required for the lawful execution and delivery of this
Agreement has been or will be taken prior to the Closing. Upon execution and
delivery, this Agreement will be a valid and binding obligation of Contributors,
enforceable in accordance with its terms.
3.2 TITLE. Contributors have good and marketable title to all of the assets, free and
clear of all mortgages, pledges, liens, licenses, rights of possession, security
interests, restrictions, encumbrances, charges, title retention, conditional sale or
other security arrangements and all claims or agreements of any nature
whatsoever. Title to all the assets and business is freely transferable from
Contributors to Company without obtaining the consent or approval of any
person or party, and if any consent is required, it has been obtained.
3.2 LITIGATION. There is no claim, action, suit or proceeding pending or, to
Contributor’s knowledge, threatened against Contributor (including but not limited to any claim, action, suit or proceeding relating to or affecting the Contributor’s business or the Contributor’s assets), at law, in equity, by way of arbitration or before any governmental department, commission, board or agency that might have a material adverse effect on the Contributor’s business or the Contributor’s assets, nor is Contributor aware of any reasonable basis therefore. There are no judgments, decrees, injunctions or orders of any court, governmental department, commission, agency, instrumentality or arbitrator against Contributor affecting the Contributor’s assets or the Contributor’s business.
3.3 INTELLECTUAL PROPERTY. All intellectual property comprising the Assets
(“Intellectual Property”), which Contributor owns, possesses, has the exclusive
right to make, use, sell and license, has the right to bring actions for the
infringement of all Contributor’s Intellectual Property rights that are used in the
Assets or that comprise a portion of the Assets. Contributor has not granted any
third party any outstanding licenses or other rights to any of the Contributor’s
Intellectual Property and Contributor is not liable, nor has it made any contract or
arrangement whereby it may become liable, to any person for any royalty or
other compensation for the use of any Contributor Intellectual Property.
Contributor has not received notice of any claim that any of the Contributor’s
Intellectual Property infringes any intellectual property right of any
third party and there is no basis for such claim known to Contributor. All
employees and consultants of Contributor and any other third parties who have
been involved in the development of the Assets for Contributor have executed
work for hire agreements and all employees and consultants who have access to
confidential or trade secret information concerning Contributor’s work have
executed nondisclosure agreements.
3.4 COMPLIANCE WITH LAWS. Contributor has, to the best of Contributor’s
knowledge, duly complied with all applicable laws, rules, regulations and orders
of federal, state, local and foreign governments, and Contributor is not in default
with respect to any order, judgment, writ, injunction, decree, award, rule or
regulation of any court, governmental or regulatory body or arbitrator which
restrains or limits the operations of the Assets or the use of the Assets.
3.5 AUTHORIZATION FOR THIS AGREEMENT. No authorization, approval,
consent of, or filing with any governmental department, bureau, agency, public board, authority or other party is required for the consummation by Contributors of the transactions contemplated by this Agreement.
3.6 MATERIAL MISSTATEMENTS OR OMISSIONS. No representation or
warranty by Contributors in this Agreement, and no document, written statement, certificate or schedule furnished or to be furnished to Company by (or on behalf of) Contributors pursuant thereto, when construed together with all other such representations, warranties, documents, written statements, certificates or schedules contains, or, when furnished, contain, any untrue statement of a material fact, or omits, or will them omit to state, a material fact necessary to make any statement of facts contained herein or therein not materially misleading. There have been no events or transactions, or information which has come to the attention of Contributors which, as related directly to the Assets, could reasonably be expected to have a material adverse effect on Assets, their operations, affairs, prospects or condition.
Dated as of June ____, 2006.
TABLE 18, LLC
A Massachusetts limited liability company
Bruce Warila, Manager
Jediah Jarvais, individually and as a member of the
Joel D. Rines, individually and as a member of the
Ian Rines, individually and as a member of the
Brian Kearsley, individually and as a member of the
Adam Caravalho, individually and as manager of the
Bruce Warila, individually
Contribution by Bruce Warila (“Warila”):
• Rights and interests of Warila in the URL www.jediah.com;
• Rights and interests of Warila in the live music recordings of Jediah Band recorded at The Mill on December 17th, 2005;
• Rights and interests of Warila in the studio recordings done by Jediah Band at Longview Recording Studios in 2005 and 2006;
• Rights and interests of Warila in the photos taken by Richard Roberts in 2006; and
• Rights and interests of Warila in the video recordings of Jediah Band done in 2005 and 2006 at both The Mill and at Longview Recording Studios.
Contribution by Jarvais, the Jediah Band, and each and every member of the Jediah Band:
• All rights and interests in all assets of the Jediah Band of whatever kind or nature;
• Rights and interests in the URL www.jediah.com;
• Rights and interests in the URL www.jediahband.com;
• Rights and interests in the URL www.myspace.com/jediahband;
• Rights and interests in all intellectual property owned by Jediah, Jediah Band, or any of the member of Jediah Band created for and/or used by the music band known as Jediah, including but not limited to name, identity, likeness, artwork, copyrights, trademarks and the brand that is known as the music band Jediah;
• Rights and interests in all recordings of Jediah or Jediah Band, including, but not limited to the following:
1. the live recordings of Jediah Band recorded at The Mill on December 17th, 2005;
2. and the studio recordings by Jediah Band at Longview Recording Studios in 2005 and 2006;
3. rights and interests in the video recordings, including the images, sound, music, and
synchronization rights, of Jediah and Jediah Band done in 2005 and 2006 at both The Mill and Longview Recording Studios;
• all other rights and interests in any and all other recordings previously recorded by Jediah and/or Jediah Band; and
• The non-writers share of the royalties and publishing revenue in the songs listed below:
1. 11:05 - Don't Die
2. Alter Ego
3. As We Were
5. Come Around
7. Cry Don't Cry
8. Dance With Me
9. Everyone Is Fine (Angles In The Sky)
10. Fate Craze
12. Jazz Song
13. Just Go On
14. Little Man With A Black Hat
15. New For You
16. Night's A Puppy
17. Save the World
18. The Day the Fears Came True
20. Underneath New England Sky
22. Waiting Will
23. Whoever Will Love
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