AGREEMENT, CONSENT AND WAIVER
THIS AGREEMENT, CONSENT AND WAIVER (the “Agreement”) is entered into as of June 23, 2011, by and among Media Technologies, Inc., a Nevada corporation (“MDTC”) and Maynerva E. Escalante and Ranulfo Lograsa (individually a “Shareholder” and collectively the “Shareholders”).
Whereas, Shareholder are the holders of record of 21,000,000 shares of common stock represented by MDTC as follows:
Whereas, on June 14, 2011, MDTC entered into an Agreement and Plan of Merger (the “Merger Agreement”) with OWL Acquisition Inc.(“Merger Sub”), Our World Live, Inc. (“OWL”) and The MDW and GRW 2000 Irrevocable Trust (the “Major Stockholder”) of OWL, under which OWL would merge with and into the Merger Sub with the Merger Sub continuing as the surviving corporation and as a wholly owned subsidiary of MDTC (the “Merger”)
Whereas, as a condition precedent to, and in conjunction with the aforementioned Merger, the Shareholders have each agreed to cancel and return to MDTC 8,000,000 shares of common stock owned of record by the Shareholders.
NOW, THEREFORE, upon the foregoing premises, which are incorporated herein by reference, it is hereby agreed as follows:
Agreement, Consent and Waiver by Each Shareholder . Each Shareholder hereby agrees, consents and waives as follows:
The undersigned Shareholders hereby each agree and consent to the cancellation of 8,000,000 shares of common stock of MDTC (i.e a total of 16,000,000). As a result of said cancellation, the Shareholders will own of record post-cancellation the following shares of MDTC:
Contemporaneous with the Effective Time of the Merger as defined in the Merger Agreement, the Shareholders shall deliver to Action Stock Transfer (the “Transfer Agent”), the MDTC common stock certificates set forth above, representing 16,000,000 shares of common stock, along with a copy of this Agreement and an executed instruction letter to the Transfer Agent in the form and content as attached hereto as Exhibit A , authorizing and instructing the Transfer Agent to effectuate the cancellation of shares as set forth herein, with the balance of said shares not subject to this agreement and cancellation returned in certificate form to the Shareholders.
If any Shareholder fails to make the deliveries set forth in Section 1(b) above, each Shareholder hereby authorizes MDTC and the Transfer Agent without any further action or consent of such Shareholder, to place an irrevocable stop transfer on all shares of common stock owned and held of record by such Shareholder.
Each Shareholder hereby waives any right, interest or claim in and to, said shares being cancelled under this Agreement
Representations, Warranties, Covenants and Acknowledgements of Shareholders.
Each Shareholder acknowledges that such Shareholder is aware that MDTC has entered into the Merger Agreement.
Each Shareholder acknowledges that such Shareholder is not relying upon any person, firm or corporation in making his decision to cancel his shares in MDTC and that his decision to do so is for the benefit of the investors and shareholder of MDTC.
Each Shareholder further acknowledges and represents that he understands that the shares of common stock of MDTC could appreciate in value considerably in the near term or otherwise in the future, that shares of MDTC being cancelled could have a value greater than the current value, and notwithstanding such possibility Each Shareholder desires to enter into this Agreement and cancel said shares. Except for the shares of MDTC which each Shareholder will retain as set forth in Section 1(a) above, each Shareholder hereby releases MDTC and waives any claims or actions with regard