AGREEMENT
THIS CANCELLATION AGREEMENT (this “
Agreement ”), dated as of January 27, 2009, is entered
into by Entertainment Management Services, Inc., having its
principal office at 533-535 West 27 th Street, New York, New York 10001
(“EMS”), and Scores Holding Company, Inc.,
having its principal office at 533-535 West 27
th Street, New York, New York 10001
(“SCRH”).
WHEREAS, EMS and SCRH are parties to the Amended and
Restated Master License Agreement (the “MLA”) by and
between EMS and SCRH.
WHEREAS , both parties desire to cancel and rescind the
MLA and to mutually release each other from any and all obligations
past, present and future to each other.
NOW, THEREFORE, in consideration of the mutual benefits to be
derived from this Agreement and of the representations, warranties,
conditions, agreements and promises contained herein and other good
and valuable consideration, the parties agree as
follows:
Effective on
the date hereof, the MLA is hereby cancelled and rescinded in its
entirety, and the obligations of each Party to the other Party
shall be terminated. The parties hereby cancel and
terminate the MLA.
Each Party
hereby releases and forever discharge the other Party and their
predecessors, successors, subsidiaries, affiliates, officers,
directors, employees, attorneys, insurers, agents, representatives
and assigns, past, present or future, from any and all claims,
losses, liabilities, obligations, suits, debts, liens, contracts,
agreements, promises, demands and damages, of any nature
whatsoever, known or unknown, suspected or unsuspected, fixed or
contingent, that each party ever had, now have, or hereafter may
have, related to or arising out of the MLA.
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REPRESENTATIONS
AND WARRANTIES OF SCRH.
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SCRH represents
and warrants to EMS:
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Organization, Standing and Power
. SCRH is a company duly
organized, validly existing and in good standing under the laws of
the State of Utah and has all requisite corporate power and
authority to own, lease and operate its properties and to carry on
its business as now being conducted.
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Authority;
Binding Agreements . The execution and delivery of this
Agreement and the consummation of the transactions contemplated
hereby have been duly and validly authorized by all necessary
corporate action of SCRH. SCRH has all requisite corporate power
and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. This Agreement has
been duly executed and delivered by SCRH and is a valid, legal and
binding obligation of SCRH enforceable in accordance with its
terms.
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Conflicts;
Consents . Neither the execution, delivery or
performance of this Agreement nor the consummation of the
transactions contemplated hereby or thereby nor compliance by SCRH
with any of the provisions hereof or thereof will (i) conflict with
or result in a breach of the certificate of incorporation, by-laws,
shareholders’ agreement or other constituent documents of
SCRH, (ii) conflict with or result in a breach or default (or give
rise to any right of termination, cancellation or acceleration)
under any provision of any contract or agreement of any kind to
which SCRH is a party or by which SCRH is bound, (iii) violate any
law, regulation, permit, authorization, order or decree applicable
to SCRH or (iv) require any consent or approval by, or any
notification of, or filing with, any Person (governmental or
private), except in the case of subclauses (ii) or (iii)
immediately preceding, those conflicts, breaches, defaults, or
violations which, individually or in the aggregate, would not have
a material adverse effect on the ability of SCRH to consummate the
transactions contemplated by this Agreement.
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REPRESENTATIONS
AND WARRANTIES OF EMS.
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EMS represents
and warrants to SCRH as follows:
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Organization, Standing and Power
. EMS is a company duly
organized, validly existing and in good standing under the laws of
the State of New York and has all requisite corporate power and
authority to own, lease and operate its properties and to carry on
its business as now being conducted.
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Authority;
Binding Agreements . The executio
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