Intellectual Property Assignment Agreement - Scores Holding Co. Inc., Scores Licensig Corp. and Scores Entertainment Inc.
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
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THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (the "Agreement") is made
as of July 1, 2002 by and among Scores Holding Company, Inc., a Utah corporation
("Issuer"), Scores Licensing Corp., a Delaware corporation ("SLC") and Scores
Entertainment, Inc., a New York corporation ("Assignor"), under which Issuer
shall issue to Assignor seven hundred thousand (700,000) shares of its
authorized and unissued common stock (the "Assignor Shares") and a Warrant to
Purchase (the "Warrant") three hundred fifty thousand (350,000) shares of its
common stock, and the Assignor shall transfer to SLC the intellectual property
rights described in this Agreement. Each of Issuer, SLC and Assignor is
individually referred to as a "Party" and collectively referred to herein as the
"Parties". Certain other terms are used herein as defined below in Article I or
elsewhere in this Agreement.
BACKGROUND
This Agreement sets forth the terms and conditions under which Issuer shall
issue the Assignor Shares and the Warrant to Assignor, and Assignor shall
transfer the intellectual property rights to SLC.
NOW, THEREFORE, in consideration of the respective covenants contained
herein and intending to be legally bound hereby, the Parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
For convenience, certain terms used in more than one part of this Agreement
are listed in alphabetical order and defined or referred to below (such terms as
well as any other terms defined elsewhere in this Agreement shall be equally
applicable to both the singular and plural forms of the terms defined).
"Affiliate" means, with respect to any Person, any other Person that
directly or indirectly controls or is controlled by or under common control with
such Person. For the purposes of this definition, "control" when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise and
the terms of "affiliated," "controlling" and "controlled" have meanings
correlative to the foregoing.
"Agreement" means this Agreement and the Exhibits hereto.
"Assets" means, with respect to a Party, all of the assets, properties,
goodwill and rights of every kind and description, real and personal, tangible
and intangible, wherever situated and whether or not reflected in such Party's
most recent financial statements, that are owned or possessed by such Party and
its Subsidiaries, taken as a whole.
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"Benefit Plan" means all employee benefit, health, welfare, supplemental
unemployment benefit, bonus, pension, profit sharing, deferred compensation,
severance, incentive, stock compensation, stock purchase, retirement,
hospitalization insurance, medical, dental, legal, disability, fringe benefit
and similar plans, programs, arrangements or practices, including, without
limitation, each "employee benefit plan" as defined in Section 3(3) of ERISA.
"Business" means with respect to Issuer the entire business and operations
of Issuer and its Subsidiaries taken as a whole.
"Business Day" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in the state of
New York generally are authorized or required by law or other government actions
to close.
"Charter Documents" means an entity's certificate or articles of
incorporation, certificate defining the rights and preferences of securities,
articles of organization, general or limited partnership agreement, certificate
of limited partnership, joint venture agreement or similar document governing
the entity.
"Closing" is defined in Section 4.1 of this Agreement.
"Closing Date" is defined in Section 4.1 of this Agreement.
"Code" means the Internal Revenue Code of 1986, as amended. All citations
to provisions of the Code, or to the Treasury Regulations promulgated
thereunder, shall include any amendments thereto and any substitute or successor
provisions thereto.
"Common Stock" means the common stock, par value $0.001 per share, of
Issuer.
"Contract" means any written or oral contract, agreement, letter of intent,
agreement in principle, lease, instrument or other commitment that is binding on
any Person or its property under applicable Law.
"Court Order" means any judgment, decree, injunction, order or ruling of
any federal, state, local or foreign court or governmental or regulatory body or
authority, or any arbitrator that is binding on any Person or its property under
applicable Law.
"Default" means (i) a breach, default or violation, (ii) the occurrence of
an event that with or without the passage of time or the giving of notice, or
both, would constitute a breach, default or violation or (iii) with respect to
any Contract, the occurrence of an event that with or without the passage of
time or the giving of notice, or both, would give rise to a right of
termination, renegotiation or acceleration or a right to receive damages or a
payment of penalties.
"$" means United States dollars.
"Encumbrances" means any lien, mortgage, security interest, pledge,
restriction on transferability, defect of title or other claim, charge or
encumbrance of any nature whatsoever on any property or property interest.
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"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"First Payments" is defined in section 8.2 of this Agreement.
"Governmental Authority" means any federal, state, local, municipal or
foreign or other government or governmental agency or body.
"Governmental Permit" is defined in Section 5.12(c) of this Agreement.
"Intellectual Property" means, with respect to a Party, all of the
registered and unregistered patents, servicemarks, trademarks, copyrights, trade
secrets and related intangible rights of a Party.
"Issuer's Assets" means the Assets of Issuer.
"Issuer's Business" means the Business of Issuer.
"Issuer Subsidiary" means any Subsidiary of Issuer, including Go West, Inc.
and SLC.
"Issuer Welfare Plan" is defined in Section 5.14(e) of this Agreement.
"Knowledge" or "knowledge of " a Person with reference to any item means
that which an executive officer of such Person actually knows.
"Litigation" means any judicial or administrative process or proceeding or
investigation, or any matter under arbitration or mediation.
"Laws" means any law, rule or regulation of any governmental or regulatory
body.
"Person" means any corporation, company, limited liability company,
partnership, limited partnership or any business or other entity and any natural
person.
"SEC Reports" is defined in Section 5.6 of this Agreement.
"Subsidiary" shall mean, with respect to any Party, any corporation or
other organization, whether incorporated or unincorporated, of which (a) at
least a majority of the securities or other interests having by their terms
ordinary voting power to elect a majority of the Board of Directors or others
performing similar functions with respect to such corporation or other
organization is directly or indirectly owned or controlled by such Party or by
any one or more of its Subsidiaries, or by such Party and one or more of its
Subsidiaries or (b) such Party or any other Subsidiary of such Party is a
general partner (excluding any such partnership where such Party or any
Subsidiary of such Party does not have a majority of the voting interest in such
partnership).
"Transaction Documents" shall mean this Agreement and the Warrant.
"Transactions" shall mean the transactions provided for or contemplated by
the Transaction Documents.
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"UGCL" means the Utah General Corporation Law, as amended.
"Warrant" shall mean the Common Stock Purchase Warrant annexed hereto as
Exhibit A.
ARTICLE II
ISSUANCE OF SHARES; TRANSFER OF INTELLECTUAL PROPERTY
2.1 Issuance of Shares. Subject to the terms and conditions hereof, at the
Closing (as defined in paragraph 4.1 below), Issuer shall sell, assign,
transfer, convey and deliver to Assignor, and Assignor agrees to acquire
from Issuer, the Assignor Shares and the Warrant.
2.2 Transfer of Intellectual Property. Subject to the terms and conditions
hereof, at the Closing, Assignor shall sell, assign, transfer, convey and
deliver to SLC, and SLC agrees to acquire from Assignor, all of Assignor's
right, title and interest in and to Assignor's Diamond Dollars program and
system, including but not limited to all Intellectual Property associated
with the Diamond Dollars program and system, and all ancillary and
derivative rights associated therewith (collectively, the "Diamond Dollars
Rights"). At the Closing, Assignor shall execute and deliver to SLC the
Trademark Assignment attached hereto as Exhibit B. From time to time at and
after the Closing, Assignor shall furnish to SLC such instruments of
transfer and assignment as SLC may request to effectuate the transfer and
assignment to SLC of the Diamond Dollars Rights. At any time after the
Closing SLC may, without obtaining the consent of Assignor or any other
Person, assign, transfer, convey and deliver to Issuer or any Affiliate of
Issuer or SLC, the Diamond Dollar Rights conveyed to SLC under this
Agreement and the Trademark Assignment.
ARTICLE III
OTHER AGREEMENTS AND UNDERTAKINGS
3.1 Warrant. At the Closing, Issuer shall enter into and deliver to Assignor
the Warrant in the form annexed hereto annexed hereto as Exhibit A.
3.2 Cash Payments to Assignor. Issuer, SLC and Assignor acknowledge that the
Diamond Dollars Rights transferred by Assignor to Issuer hereunder includes
Assignor's rights to use the Diamond Dollars Rights in Assignor's current
location in the Score's Showroom located at East 61st Street, New York, NY
(the "Scores Showroom"). In consideration of the rights granted by Assignor
to Issuer hereunder, Issuer agrees to pay to Assignor an amount equal to
twenty-five percent (25%) of all of the revenues generated from sales or
use of the Diamond Dollar Rights at the Scores Showroom from the date of
Closing until the date of termination of Assignor's lease of the Scores
Showroom in November, 2003 (the "Termination Date"). Such payments shall be
made within ten (10) days after the end of each calendar month that occurs
prior to the Termination Date. Each payment shall be accompanied by a
statement in sufficient detail to show the calculation of such payment.
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ARTICLE IV
THE CLOSING
4.1 Location, Date. The closing for the Transactions (the "Closing") shall be
held at the offices of Kaplan Gottbetter & Levenson, LLP in New York, New
York at 4:00 p.m. (local time) on the date of this Agreement. The date on
which the Closing occurs is referred to herein as the "Closing Date".
4.2 Deliveries. At the Closing
(a) Issuer shall deliver the Assignor Shares to Assignor;
(b) Issuer shall have executed and delivered to Assignor the Warrant; and
(c) Assignor shall have executed and delivered the Trademark Assignment to
SLC.
ARTILE V
REPRESENTATIONS AND WARRANTIES OF ISSUER AND SLC
Issuer and SLC, jointly and severally, hereby represent and warrant to
Assignor as follows:
5.1 Corporate. Each of Issuer and SLC is a corporation duly organized, validly
existing and in good standing under the laws under which it was
incorporated. Each of Issuer and SLC is qualified to do business as a
foreign corporation in any jurisdiction where it is required to be so
qualified, except where the failure to so qualify would not have a Material
Adverse Effect. The Charter Documents and bylaws of each of Issuer and SLC
have been duly adopted and are current, correct and complete and each of
Issuer and SLC is not in violation of any provision of its Charter
Documents. Each of Issuer and SLC has all necessary corporate power and
authority to own, lease and operate its Assets and to carry on its Business
as it is now being conducted or is proposed to be conducted as a result of
the Transactions.
5.2 Authorization. Each of Issuer and SLC has the requisite corporate power and
authority to execute and deliver the Transaction Documents to which it is a
party and to perform the Transactions to be performed by it. Such
execution, delivery and performance by each of Issuer and SLC has been duly
authorized by all necessary corporate action. No consents or approvals of
holders of each of Issuer and SLC capital stock are required for the
consummation of the Transactions. Each Transaction Document executed and
delivered by each of Issuer and SLC as of the date hereof has been duly
executed and delivered by each of Issuer and SLC and constitutes a valid
and binding obligation of each of Issuer and SLC enforceable against each
of Issuer and SLC in accordance with its terms, except as otherwise limited
by bankruptcy, insolvency, reorganization and other laws affecting
creditors rights generally, and except that the remedy of specific
performance or other equitable relief is available only at the discretion
of the court before which enforcement is sought.
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5.3 Validity of Contemplated Transactions. Neither the execution and delivery
by each of Issuer and SLC of the respective Transaction Documents to which
it is or will be a party, nor the performance of the Transactions to be
performed by it, will (i) conflict with or result in any breach of any
provision of the Charter Documents, the bylaws or similar organizational
documents of each of Issuer and SLC, (ii) require any filing with, or
permit, authorization, consent or approval of, any Governmental Entity,
(iii) result in a violation of breach of, or constitute (with or without
due notice or the passage of time or both) a default (or give rise to any
right of termination, amendment, cancellation or acceleration) under, any
of the terms, conditions or provisions of any Contract to which each of
Issuer and SLC is a party, or (iv) violate any Consent Order, statute, rule
or regulation applicable to each of Issuer and SLC or any of their
properties or assets, except, with respect to the foregoing clauses (ii),
(iii) and (iv), as could not reasonably be expected to, individually or in
the aggregate, have a Material Adverse Effect. There are no third party
consents or approvals required to be obtained under any Contracts to which
each of Issuer or SLC is a party or to which its assets are bound prior to
the consummation of the Transactions, except where the failure to obtain
such consents or approvals could not reasonably be expected to,
individually or in the aggregate, have a Material Adverse Effect.
5.4 Listing. The Common Stock is listed for quotation on the NASD
Over-the-Counter Bulletin Board under the symbol "SCOH". Issuer is in full
compliance with the NASD Over-the-Counter Bulletin Board listing
maintenance requirements. Since listing the Issuer Common Stock on the NASD
Over-the-Counter Bulletin Board, Issuer has not received any notice from
the NASD Over-the-Counter Bulletin Board that (i) Issuer is not in full
compliance with the NASD Over-the-Counter Bulletin Board listing
maintenance requirements or (ii) that the Common Stock may be delisted from
the NASD Over-the-Counter Bulletin Board.
5.5 Issuer SEC Reports; Financial Statements. Issuer has filed all required
forms, reports, statements, schedules and other documents with the SEC
since January 1, 2002, including (a) its Annual Reports on Form 10-KSB, (b)
all proxy and information statements relating to Issuer's meetings of
stockholders (whether annual or special) held since January 1, 2002, (c)
its Quarterly Reports on Form 10-QSB, and (d) all other reports or
registration statements filed by Issuer (collectively, the "SEC Reports").
Each of the SEC Reports, at the time it was filed, complied in all material
respects with all applicable requirements of the Securities Act and the
Exchange Act, and with the forms and Regulations of the SEC promulgated
thereunder, and did not contain at the time filed any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of
the circumstances under which they are made, not misleading.
5.6 No Undisclosed Liabilities. Except (a) as disclosed in the financial
statements of Issuer, and (b) for liabilities and obligations (i) incurred
in the ordinary course of business and consistent with past practice, or
(ii) incurred pursuant to, or in furtherance of, this Agreement or the
Transactions, Issuer has no liabilities or obligations of any nature,
whether or not accrued, contingent or otherwise, which could reasonably be
expected to have, individually or in the aggregate, a Material Adverse
Effect.
5.7 Title to Assets and Related Matters. Issuer has good and marketable title
to its Assets, free from any Encumbrances except (a) items described in any
notes to the consolidated financial statements of Issuer contained in
Issuer's Annual Report on Form 10-KSB for the fiscal year ended December
31, 2001 included in the SEC Reports, (b) minor matters that would not have
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a Material Adverse Effect, and (c) constitutional and statutory liens
arising from the obligation to pay for the provision of materials or
services not yet in Default and Taxes not yet due.
5.8 Real Property. All material real estate leased or owned by Issuer as of the
date hereof and used in the operation of the Issuer's Business is disclosed
in the SEC Reports.
5.9 Corporate Records. The minute books of Issuer contain accurate, complete
and current copies of all Charter Documents and of all minutes of meetings,
resolutions and other proceedings of its Board of Directors and
stockholders.
5.10 Finder's Fees. No Person is or will be entitled to any commission or
finder's fee or other payment in connection with the Transactions based on
arrangements made by or on behalf of Issuer.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby represents and warrants to Issuer and SLC as follows:
6.1 Corporate. Assignor is a corporation duly organized, validly existing and
in good standing under the laws under which it was incorporated. Assignor
is qualified to do business as a foreign corporation in any jurisdiction
where it is required to be so qualified, except where the failure to so
qualify would not have a Material Adverse Effect. The Charter Documents and
bylaws of Assignor have been duly adopted and are current, correct and
complete and Assignor is not in violation of any provision of its Charter
Documents. Assignor has all necessary corporate power and authority to own,
lease and operate its Assets and to carry on its Business as it is now
being conducted or is proposed to be conducted as a result of the
Transactions.
6.2 Authorization. Assignor has the requisite corporate power and authority to
execute and deliver the Transaction Documents to which it is a party and to
perform the Transactions to be performed by it. Such execution, delivery
and performance by Assignor have been duly authorized by all necessary
corporate action. Each Transaction Document executed and delivered by
Assignor as of the date hereof has been duly executed and delivered by
Assignor and constitutes a valid and binding obligation of Assignor,
enforceable against Assignor in accordance with its terms, except as
otherwise limited by bankruptcy, insolvency reorganization and other laws
affecting creditors rights generally, and except that the remedy of
specific performance or other equitable relief is available only at the
discretion of the court before which enforcement is sought.
6.3 Validity of Contemplated Transactions. Neither the execution and delivery
by Assignor of the respective Transaction Documents to which it is or will
be a party, nor the performance of the Transactions to be performed by it,
will (i) conflict with or result in any breach of any provision of the
Charter Documents, the bylaws or similar organizational documents of
Assignor, (ii) require any filing with, or permit, authorization, consent
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or approval of, any Governmental Entity, (iii) result in a violation of
breach of, or constitute (with or without due notice or the passage of time
or both) a default (or give rise to any right of termination, amendment,
cancellation or acceleration) under, any of the terms, conditions or
provisions of any Contract to which Assignor is a party, or (iv) violate
any Consent Order, statute, rule or regulation applicable to each of
Assignor or any of its properties or assets, except, with respect to the
foregoing clauses (ii), (iii) and (iv), as could not reasonably be expected
to, individually or in the aggregate, have a Material Adverse Effect. There
are no third party consents or approvals required to be obtained under any
Contracts to which Assignor is a party or to which its assets are bound
prior to the consummation of the Transactions, except where the failure to
obtain such consents or approvals could not reasonably be expected to,
individually or in the aggregate, have a Material Adverse Effect.
6.4 Title to Assets and Related Matters. Assignor has good and marketable title
to its Assets and to the Dollar Diamond Rights, free from any Encumbrances
except (a) minor matters that would not have a Material Adverse Effect, and
(b) constitutional and statutory liens arising from the obligation to pay
for the provision of materials or services not yet in Default and Taxes not
yet due.
6.5 Patents, Trademarks, Etc. Assignor and Assignor's Dollar Diamond Rights do
not infringe upon or unlawfully or wrongfully use any Intellectual Property
owned or claimed by another Person and no Person infringes on or wrongfully
uses any Intellectual Property owned or claimed by Issuer, except for those
situations that individually or collectively would not have a Material
Adverse Effect. Issuer owns or has valid rights to use all Intellectual
Property used in the conduct of its business, including the Diamond Dollar
Rights, free and clear of all Encumbrances except where the failure to have
valid rights to use such Intellectual Property will not either individually
or collectively have a Material Adverse Effect. Issuer has not made any
claim of a violation or infringement by others of its rights to or in
connection with its Intellectual Property which is still pending.
6.6 Finder's Fees. No Person is or will be entitled to any commission, finder's
fee or other payment in connection with the Transactions based on
arrangements made by or on behalf of Assignor.
6.7 Investment Representations. Assignor represents and warrants to Issuer as
of the Closing Date that it:
(a) is an "accredited investor" within the meaning of Rule 501 under the
Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (the "Securities Act"), and was not organized
for the specific purpose of acquiring the Securities;
(b) has sufficient knowledge and experience in investing in companies
similar to Issuer in terms of Issuer's stage of development so as to
be able to evaluate the risks and merits of its investment in Issuer
and it is able financially to bear the risks thereof;
(c) has had an opportunity to discuss Issuer's business, management and
financial affairs with Issuer's management;
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(d) Assignor's acquisition of the Assignor Shares, the Warrant and the
shares underlying the Warrant is for its own account for the purpose
of investment and not with a view to or for resale in connection with
any distribution thereof; and
(e) understands that (i) the Assignor Shares, the Warrant and the shares
underlying the Warrant have not been registered under the Securities
Act by reason of their issuance in a transaction exempt from the
registration requirements of the Securities Act, (ii) the Assignor
Shares, the Warrant and the shares underlying the Warrant must be held
indefinitely unless a subsequent disposition thereof is registered
under the Securities Act or is exempt from such registration, (iii)
the Assignor Shares, the Warrant and the shares underlying the Warrant
will bear a legend to such effect, and (iv) Issuer will make a
notation on its transfer books and advise its transfer agent to such
effect.
ARTICLE VII
GENERAL MATTERS
7.1 Contents of Agreement. This Agreement, together with the other Transaction
Documents, set forth the entire understanding of the Parties hereto with
respect to the Transactions and supersedes all prior agreements or
understandings among the Parties regarding those matters.
7.2 Amendment, Parties in Interest, Assignment, Etc. This Agreement may be
amended, modified or supplemented only by a written instrument duly
executed by each of the Parties hereto. If any provision of this Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect
any other provision hereof, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision had never been contained
herein. This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the respective heirs, legal representatives,
successors and permitted assigns of the Parties hereto. No Party hereto
shall assign this Agreement or any right, benefit or obligation hereunder,
except that at any time after the Closing SLC may, without obtaining the
consent of Assignor or any other Person, assign, transfer, convey and
deliver to Issuer or any Affiliate of Issuer or SLC, the Diamond Dollar
Rights conveyed to SLC under this Agreement and the Trademark Assignment.
Any term or provision of this Agreement may be waived at any time by the
Party entitled to the benefit thereof by a written instrument duly executed
by such Party. The Parties hereto shall execute and deliver any and all
documents and take any and all other actions that may be deemed reasonably
necessary by their respective counsel to complete the Transactions. Nothing
in this Agreement is intended or will be construed to confer on any Person
other than the Parties hereto any rights or benefits hereunder.
7.3 Interpretation. Unless the context of this Agreement clearly requires
otherwise, (a) references to the plural include the singular, the singular
the plural, the part the whole, (b) references to any gender include all
genders, (c) "or" has the inclusive meaning frequently identified with the
phrase "and/or," (d) "including," "includes" or similar words has the
inclusive meaning frequently identified with the phrase "but not limited
to" and (e) references to "hereunder" or "herein" relate to this Agreement.
The section and other headings contained in this Agreement are for
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reference purposes only and shall not control or affect the construction of
this Agreement or the interpretation thereof in any respect. Section,
subsection and Exhibit references are to this Agreement unless otherwise
specified. The Exhibits referred to in this Agreement will be deemed to be
a part of this Agreement. Each accounting term used herein that is not
specifically defined herein shall have the meaning given to it under GAAP.
7.4 Notices. All notices that are required or permitted hereunder shall be in
writing and shall be sufficient if personally delivered or sent by a
nationally recognized overnight courier upon proof of delivery. Any notices
shall be deemed given upon receipt at the address set forth below, unless
such address is changed by notice to the other Party hereto:
If to Assignor:
Scores Entertainment, Inc.
150 E. 58th Street
New York, NY 10022
If to Issuer or SLC:
Mr. Richard Goldring
Scores Holding Company, Inc.
150 East 58th Street
New York, NY 10022
with a required copy (which shall not constitute
notice) to:
Kaplan Gottbetter & Levenson, LLP
630 Third Avenue
New York, NY 10017
Attn: Adam S. Gottbetter, Esq.
7.5 Governing Law and Venue. This Agreement shall be construed and interpreted
in accordance with the Laws of the State of New York without regard to its
provisions concerning conflict of laws. Any dispute or controversy
concerning or relating to this Agreement shall be exclusively resolved in
the federal or state courts located in New York, New York.
7.6 Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be binding as of the date first written above, and all
of which shall constitute one and the same instrument. Each such copy shall
be deemed an original, and it shall not be necessary in making proof of
this Agreement to produce or account for more than one such counterpart.
7.7 Waivers. Compliance with the provisions of this Agreement may be waived
only by a written instrument specifically referring to this Agreement and
signed by the Party waiving compliance. No course of dealing, nor any
failure or delay in exercising any right, will be construed as a waiver,
and no single or partial exercise of a right will preclude any, other or
further exercise of that or any other right.
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7.8 Modification. No supplement, modification or amendment of this Agreement
will be binding unless made in a written instrument that is signed by all
of the Parties hereto and that specifically refers to this Agreement.
7.9 Enforcement of Agreement. The parties hereto agree that irreparable damage
would occur in the event that any of the provisions of this Agreement was
not performed in accordance with its specific terms or was otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof in any court of competent
jurisdiction, this being in addition to any other remedy to which they are
entitled at law or equity.
7.10 Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy,
all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as
to affect the original intent of the parties as closely as possible to the
fullest extent permitted by Applicable Law in an acceptable manner to the
end that the Transactions are fulfilled to the extent possible.
[Signatures on following page]
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IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto
as of the day and year first written above.
Scores Holding Company, Inc.
By: /s/Richard Goldring
-------------------------------------
Name: Richard Goldring
Title: President
Scores Licensing Corp.
By: /s/Richard Goldring
-------------------------------------
Name: Richard Goldring
Title: President
Scores Entertainment, Inc.
By: /s/Irving Bilzinsky
-------------------------------------
Name: Irving Bilzinsky
Title: President
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EXHIBIT A
WARRANT AGREEMENT
(See Exhibit 10.4 of this Form 10-QSB)
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EXHIBIT B
TRADEMARK ASSIGNMENT
WHEREAS, SCORES ENTERTAINMENT, INC., a New York corporation with its
principal place of business at 150 E. 58th Street, New York, NY ("Assignor"),
has adopted, used or is about to use certain marks which are registered in the
United States Patent and Trademark Office, or the subject of pending
applications for registration, or which will be registered to wit, Diamond
Dollars (collectively, the "Marks").
WHEREAS, SCORES HOLDING COMPANY, INC., a Utah corporation with its
principal place of business at 150 E. 58th Street, New York, NY 10022
("Assignee") is desirous of acquiring said Marks;
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, said Assignor does hereby assign unto the said Assignee all
right, title and interest in and to the said Marks, together with the good will
of the business symbolized by the marks, all claims and causes of action arising
out of or in connection with such Marks and the above identified registrations
or right to obtain registrations thereof.
SCORES ENTERTAINMENT, INC.
By: _________________________
Name: ______________________
Title: ________________________
State of NEW YORK)
)ss.
County of NEW YORK)
On this __ day of, _________ 2002, before me appeared ___________, the
person who signed this instrument, who acknowledged that he signed it as a free
act on his own behalf (or on behalf of the identified corporation or other
juristic entity with authority to do so).
Notary Public
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