Exhibit 10.1

 

REORGANIZATION AGREEMENT

 

This REORGANIZATION AGREEMENT dated as of April 08, 2015 (this "Agreement") is by and between New VIBE, Inc., a Nevada corporation ("New VIBE" and/or "Seller") 123 W. Nye Lane, Suite 129 Carson City, NV 89706 and Vidable, Inc., located at 311 West Third Street, Carson City, Nevada 89701 ("Vidable" and/or "Company") a publicly listed company on the OTCBB, under the symbol "VIBE", concerning the acquisition of Seller by Company. New VIBE and Vidable are collectively referred to herein as the "Parties".

 

WHEREAS, the board of-directors of Vidable and the shareholders of New VIBE have approved the acquisition of New VIBE by Vidable (the "Acquisition") upon the terms, and subject to the conditions, set forth in this Agreement;

 

WHEREAS, it is intended that, for federal income tax purposes, the Acquisition shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated there under (the "Code"); and

 

WHEREAS, New VIBE and Vidable desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

 

WHEREAS, Vidable desires to acquire 100% of the membership interest of New VIBE;

 

WHEREAS, Upon completion of the acquisition, Vidable desires to engage New VIBE Management ("New VIBE Management") pursuant to the terms of a Management Agreement;

 

AND WHEREAS, the Boards of Directors of Vidable and New VIBE Management deem it advisable and in their best interests (i) that the members of New VIBE acquire a 80% interest in the securities of Vidable, and (ii) Vidable acquire a 100% controlling interest in the securities of New VIBE, all in accordance with the terms and conditions of this Reorganization Agreement.

 

NOW, THEREFORE, the parties hereto make the following promises, covenants, representations, warranties and agreements:

 

1.            Pre-Closing Actions of Vidable. Either prior to or immediately upon execution of this Agreement and prior to the Closing Date as set forth herein, Vidable shall undertake the following actions:

 

(a)            The Board of Directors of Vidable shall unanimously approve and deliver to Lanham & Lanham, LLC ("Lanham & Lanham" and/or the "Escrow Agent") in escrow resolutions with respect to (a) approving the Transactions set forth herein; (b) increasing or directing the size of the Board of Directors to be only one member; (c) electing Evan Clifford to be the only member of the Board of Directors, (d) the authorized capital stock of Vidable will be one hundred million (100,000,000) common shares, with one million (1,000,000) preferred shares of stock, and (e) approving a name change of the corporation to New Vibe, Inc.

 

(b)            Vidable shall prepare and deliver to counsel for New VIBE for review a Form 8-K filing which reflects the transactions contemplated by this Agreement, as required to be filed with the Securities and Exchange Commission (the "Commission") on the Closing Date (defined below)

  

(c)            Vidable shall take such actions as are required such that at Closing there shall be approximately a total of 20,065,000 shares of common stock issued and outstanding and no preferred stock outstanding.

 

 

(d)            Vidable shall issue and deliver to the Escrow Agent a total of 12,000,000 (lets discuss) shares of common stock of Vidable (which at the time of Closing will reflect approximately 70% of the fully diluted issued and outstanding common stock of Vidable) for delivery (i) shares to members of New VIBE at Closing as directed by New VIBE Management (the "Escrowed Vidable Shares").

 

(e)            Vidable shall use its reasonable best efforts to prepare and complete the documents necessary to be filed with local, state and federal authorities to consummate the transactions contemplated hereby.

 

2.            Pre-Closing Actions of New VIBE. Immediately upon execution of this Agreement and prior to the Closing Date as set forth herein, New VIBE shall undertake the following actions:

 

(a)            New VIBE shall cause its Board of Directors to execute and deliver resolutions approving the Transactions set forth herein. New VIBE shall cause its shareholders to execute and deliver resolutions approving the Transactions set forth herein, as well as the increase in authorized stock and the name change.

 

(b)            New VIBE shall deliver to Lanham & Lanham as Escrow (the "Escrow Agent") limited liability company interests which represents 100% of the equity of New VIBE, for delivery to Vidable at Closing (the "Escrowed New VIBE Shares").

 

(c)            New VIBE shall complete an audit of its financial statements from inception or two fiscal years ended 2014, and any interim or other financial statements required for inclusion in the Form 8-K filing to be completed at Closing (the "New VIBE Financial Statements").

 

(d)            New VIBE shall cooperate with its reasonable best efforts to assist Vidable to prepare and complete the documents necessary to be filed with local, state and federal authorities to consummate the transactions contemplated hereby.

 

3.            Conditions to Closing. The parties' obligation to close the proposed Acquisition will be subject to specified conditions precedent including, but not limited to, the following:

 

(a)            The representations and warranties of New VIBE as set forth in Section 6 herein shall remain accurate as of the Closing Date and no material adverse change in the business of New VIBE shall have occurred.

 

(b)            The representations and warranties of Vidable as set forth in Section 7 herein shall remain accurate as of the Closing Date and no material adverse change in the business of Vidable shall have occurred.

 

(c)            All the documents necessary to be filed with local, state and federal authorities, including without limitation the Form 8-K, are prepared.

 

 

(d)            Vidable shall have provided the board and shareholder resolutions and any other approval required to complete the board election, authorized share increase and the name change.

 

(e)            At Vidable’s expense, New VIBE shall have completed and delivered its audited financial statements in a form as required to complete and file the Form 8-K at Closing.

 

(e)            Vidable shall retain its good standing as a publicly company quoted on the OTCBB under the symbol "Vidable".

 

4.            At and subsequent to the Closing.

 

(a)            At the Closing, Lanham & Lanham shall release from escrow letters of resignation and the Vidable Board Resolutions effectuating the election of Evan Clifford to the Board of Directors as the only Board Member.

 

(b)            At the Closing, Lanham & Lanham shall deliver the Escrowed Vidable Shares to New VIBE for delivery to owners of New VIBE.

 

(c)            At the Closing, Lanham & Lanham shall deliver the Escrowed New VIBE Shares to Vidable.

 

(d)            At the Closing, the existing officers of Vidable shall resign and be replaced by those officers appointed by the new Board of Directors identified in 4(a) above.

 

(e)            Immediately subsequent to the Closing, the combined entities will file the Form 8-K required for the transactions contemplated by this Agreement.

 

(g)            The combined public entity shall have raised twenty six thousand US dollars ($26,000.00) in the form of a loan ("Loan") on or before April 10, 2015. Said Loan shall be used to fund RM Fresh Brands, Inc.

 

(h)            Said Loan is hereby acknowledged and adopted by Vidable.

 

5.            Timing of Closing. The Closing is anticipated to occur within 30 days of this Agreement, but shall occur upon the satisfaction of the conditions set forth in this Agreement and upon instructions from the parties hereto to the Escrow Agent. The Closing Date shall be mutually agreed upon by the parties, but shall occur as soon as possible after the execution of this Agreement and upon completion of the amendment to the Articles of Incorporation and completion of the audited New VIBE financial statements, unless the Escrow Agent receives instructions otherwise from the parties or notice from a party that the conditions set forth herein have not occurred. In the event the Closing does not occur on or before June 1, 2015, or upon mutual written instructions from the Parties hereto, (i) the Escrow Agent shall return the Escrowed New VIBE Shares to New VIBE and (ii) the Escrow Agent shall return the Escrowed Vidable Shares to Vidable.

 

6.            Representations of New VIBE. Except as set forth in the New VIBE Financial Statements delivered as set forth in Section 2(c) above, New VIBE represents and warrants as follows:

 

(a)            Ownership of Shares. As of the Closing Date, Vidable will become the record and beneficial owner of the Escrowed New VIBE Shares. The Escrowed New VIBE Shares will be free from claims, liens or other encumbrances, except as provided under applicable federal and state securities laws. The Escrowed New VIBE Shares shall reflect 100% of the ownership equity of New VIBE.

 

 

(b)            Fully paid and Nonassessable. The Escrowed New VIBE Shares constitute duly and validly issued ownership interests of New VIBE, and are fully paid and nonassessable, and New VIBE further represents that it has the power and the authority to execute this Agreement and to perform the obligations contemplated hereby;

 

(c)            Organization of New VIBE; Authorization. New VIBE is a company duly organized, validly existing and in good standing under the laws of the State of Nevada with full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. New VIBE is qualified to do business in the State of Nevada. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action and this Agreement constitutes a valid and binding obligation of New VIBE enforceable against it in accordance with its terms. New VIBE has no subsidiaries.

 

(d)            Capitalization. As of the Closing Date, New VIBE shall have a total of 1,000 shares issued and outstanding. All of the issued and outstanding share interests of New VIBE are validly issued, fully paid and non-assessable and there is not and as of the Closing Date there will not be outstanding any warrants, options or other agreements on the part of any of New VIBE obligating such entity to issue any additional shares of common or preferred stock, any ownership interest or any of its securities of any kind

 

(e)            No Conflict as to New VIBE. Neither the execution and delivery of this Agreement nor the consummation of the exchange of the Escrowed New VIBE Shares will (a) violate any provision of the membership agreement or by-laws (or other governing instrument) of New VIBE or (b) violate, or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or excuse performance by any Person of any of its obligations under, or cause the acceleration of the maturity of any debt or obligation pursuant to, or result in the creation or imposition of any Encumbrance upon any property or assets of New VIBE under, any material agreement or commitment to which New VIBE is a party or by which its property or assets is bound, or to which any of the property or assets of New VIBE is subject, or (c) violate any statute or law or any judgment, decree, order, regulation or rule of any court or other Governmental Body applicable to New VIBE except, in the case of violations, conflicts, defaults, terminations, accelerations or encumbrances described in clause (b) of this Section for such matters which are not likely to have a material adverse effect on the business or financial condition of New VIBE.

 

(f)            Consents and Approvals of Governmental Authorities. No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Body is required to be made or obtained by New VIBE in connection with the execution, delivery and performance of this Agreement by New VIBE or the consummation of the sale of the Escrowed New VIBE Shares.

 

 

(g)            Other Consents. No consent of any Person is required to be obtained by New VIBE to the execution, delivery and performance of this Agreement or the consummation of the sale of the Escrowed New VIBE Shares, including, but not limited to, consents from parties to leases or other agreements or commitments, except for any consent which the failure to obtain would not be likely to have a material adverse effect on the business and financial condition of New VIBE as a whole.

 

(h)            Litigation. There is no action, suit, inquiry, proceeding or investigation by or before any Court or Governmental body pending or threatened in writing against or involving New VIBE which is likely to have a material adverse effect on the business or financial condition of New VIBE as a whole, or which questions or challenges the validity of this Agreement. New VIBE is not subject to any judgment, order or decree that is likely to have a material adverse effect on the business or financial condition of New VIBE as a whole.

 

(i)            Absence of Certain Changes. New VIBE has not:

 

1.            suffered the damage or destruction of any of its properties or assets (whether or not covered by insurance) which is materially adverse to the business or financial condition, or made any disposition of any of its material properties or assets other than in the ordinary course of business;

 

2.            made any change or amendment in its certificate of incorporation or by-laws, or other governing instruments;

 

3.            other than the New VIBE Escrowed Shares, issued or sold any Equity Securities or other securities, acquired, directly or indirectly, by redemption or otherwise, any such Equity Securities, reclassified, split-up or otherwise changed any such Equity Security, or granted or entered into any options, warrants, calls or commitments of any kind with respect thereto;

 

4.            organized any new Subsidiary or acquired any Equity Securities of any Person or any equity or ownership interest in any business;

 

5.            borrowed any funds or incurred, or assumed or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability with respect to any such indebtedness for borrowed money.

 

6.            paid, discharged or satisfied any material claim, liability or obligation (absolute, accrued, contingent or otherwise), other than in the ordinary course of business;

 

7.            prepaid any material obligation having a maturity of more than 90 days from the date such obligation was issued or incurred;

 

8.            cancelled any material debts or waived any material claims or rights, except in the ordinary course of business;

 

9.            disposed of or permitted to lapse any rights to the use of any material patent or registered trademark or copyright or other intellectual property owned or used by it;

 

 

10.          sold, transferred or otherwise disposed of any material assets, including without limitation technology and intangible assets;

 

11.          granted any general increase in the compensation of officers or employees (including any such increase pursuant to any employee benefit plan);

 

12.          purchased or entered into any contract or commitment to purchase any material quantity of raw materials or supplies, or sold or entered into any contract or commitment to sell any material quantity of property or assets, except (i) normal contracts or commitments for the purchase of, and normal purchases of, raw materials or supplies, made in the ordinary course business, (ii) normal contracts or commitments for the sale of, and normal sales of, inventory in the ordinary course of business, and (iii) other contracts, commitments, purchases or sales in the ordinary course of business;            

 

13.          written off or been required to write off any notes or accounts receivable in an aggregate amount in excess of $2,000;

 

14.          written down or been required to write down any inventory in an aggregate amount in excess of $ 2,000;

 

15.          entered into any collective bargaining or union contract or agreement; Or

 

16.          other than the ordinary course of business, incurred any liability required by generally accepted accounting principles to be reflected on a balance sheet and material to the business or financial condition of New VIBE and their subsidiaries taken as a whole.

 

(j)            Compliance with Law. The operations of New VIBE have been conducted in accordance with all applicable laws and regulations of all Governmental Bodies having jurisdiction over them, except for violations thereof which are not likely to have a material adverse effect on the business or financial condition of New VIBE as a whole. New VIBE has not received any notification of any asserted present or past failure by it to comply with any such applicable laws or regulations. New VIBE has all material licenses, permits, orders or approvals from the Governmental Bodies required for the conduct of its business, and is not in material violation of any such licenses, permits, orders and approvals. All such licenses, permits, orders and approvals are in full force and effect, and no suspension or cancellation of any thereof has been threatened.

 

(k)            Title to Properties. New VIBE owns all the material properties and assets that it purports to own (real, personal and mixed, tangible and intangible), including, without limitation, all the material properties and assets reflected in the New VIBE Financial Statements. All properties and assets, including without limitation technology and intangible assets, are free and clear of all material encumbrances and are not, in the case of real property, subject to any material rights of way, building use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (a) mortgages or security interests shown on the New VIBE Financial Statements as securing specified liabilities or obligations, with respect to which no default (or event which, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of such financial statements (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event which, with notice or lapse of time or both, would constitute a default) exists, (c) as to real property, (i) imperfections of title, if any, none of which materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of New VIBE as a whole and (ii) zoning laws that do not impair the present or anticipated use of the property subject thereto, and (d) liens for current taxes not yet due. The properties and assets of New VIBE include all rights, properties and other assets necessary to permit New VIBE to conduct business in all material respects in the same manner as it is conducted on the date of this Agreement.

 

 

7.            Representations of Vidable. Vidable for its respective rights and interests represents and warrants as follows:

 

(a)            Organization; Authorization. Vidable is a corporation duly organized, validly existing and in good standing under the laws of Nevada with full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action of Vidable and this Agreement constitutes a valid and binding obligation; enforceable against in accordance with its terms. Vidable has no subsidiaries.

 

(b)            Capitalization. The authorized capital stock of Vidable consists of 500,000,000 shares of common stock, par value $0.001 per share, and no shares of preferred stock, authorized. As of the date of this Agreement, Vidable has approximately 400,201,154 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding. As of the Closing Date, Vidable shall have no more than 50,000,000 shares of common stock outstanding (not including the Vidable Escrowed Shares). No shares have otherwise been registered under state or federal securities laws. As of the Closing Date, all of the issued and outstanding shares of common stock of Vidable are validly issued, fully paid and non-assessable and, there is not and as of the Closing Date there will not be outstanding any warrants, options or other agreements on the part of Vidable obligating any of Vidable to issue any additional shares of common or preferred stock or any of its securities of any kind, except for such shares or securities called for in this Agreement. The Common Stock of Vidable is presently quoted on the over-the-counter bulletin board under the symbol "VIBE". Vidable is current in all of its required filings with the US Securities and Exchange Commission. Vidable is not a "shell" corporation as defined by Rule 405 promulgated by the US Securities and Exchange Commission.

 

(c)            No Conflict as to Vidable and Subsidiaries. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein will (a) violate any provision of the articles of incorporation or organization of Vidable or any of its Subsidiaries or (b) violate, or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or excuse performance by any Person of any of its obligations under, or cause the acceleration of the maturity of any debt or obligation pursuant to, or result in the creation or imposition of any Encumbrance upon any property or assets of any of Vidable or any of its Subsidiaries under, any material agreement or commitment to which any of Vidable, any of its Subsidiaries is a party or by which any of their respective property or assets is bound, or to which any of the property or assets of any of Vidable or any of its Subsidiaries is subject, or (c) violate any statute or law or any judgment, decree, order, regulation or rule of any court or other Governmental Body applicable to Vidable or any of its Subsidiaries except, in the case of violations, conflicts, defaults, terminations, accelerations or Encumbrances described in clause (b) of this Section for such matters which are not likely to have a material adverse effect on the business or financial condition of Vidable and its subsidiaries, taken as a whole.

 

 

(d)            Consents and Approvals of Governmental Authorities. Except with respect to a Form 8-K filing with the US Securities and Exchange Commission, as well as a 14C Information Statement to complete an increase in authorized stock and a name change, no consent, approval or authorization of, or declaration, filing or registration with, any Governmental Body is required to be made or obtained by Vidable in connection with the execution, delivery and performance of this Agreement by Vidable or the consummation of the transactions contemplated herein.

 

(e)            Other Consents. No consent of any Person is required to be obtained by Vidable to the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated herein, including, but not limited to, consents from parties to leases or other agreements or commitments, except for any consent which the failure to obtain would not be likely to have a material adverse effect on the business and financial condition of Vidable.

 

(f)            Litigation. There is no action, suit, inquiry, proceeding or investigation by or before any court or Governmental Body pending or threatened in writing against or involving Vidable or any of its Subsidiaries which is likely to have a material adverse effect on the business or financial condition of Vidable and any of its Subsidiaries, taken as whole, or which would require a payment by Vidable or its subsidiaries in excess of $10,000 in the aggregate or which questions or challenges the validity of this Agreement. Neither Vidable nor any or its Subsidiaries is subject to any judgment, order or decree that is likely to have a material adverse effect on the business or financial condition of Vidable or any of its Subsidiaries, taken as a whole, or which would require a payment by Vidable or its Subsidiaries in excess of $10,000 in the aggregate.

 

(g)            Absence of Certain Changes. Neither Vidable nor any of its Subsidiaries has:

 

1.            suffered the damage or destruction of any of its properties or assets (whether or not covered by insurance) which is materially adverse to the business or financial condition of Vidable and its Subsidiaries, taken as a whole, or made any disposition of any of its material properties or assets other than in the ordinary course of business;

 

2.            not made any change or amendment in its certificate of incorporation or by-laws, or other governing instruments;

 

3.            other than the Vidable Escrowed Shares, issued or sold any Equity Securities or other securities, acquired, directly or indirectly, by redemption or otherwise, any such Equity Securities, reclassified, split-up or otherwise changed any such Equity Security, or granted or entered into any options, warrants, calls or commitments of any kind with respect thereto;

 

4.            organized any new Subsidiary or acquired any Equity Securities of any Person or any equity or ownership interest in any business;

 

 

5.            borrowed any funds or incurred, or assumed or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability with respect to any such indebtedness for borrowed money.

 

6.            paid, discharged or satisfied any material claim, liability or obligation (absolute, accrued, contingent or otherwise), other than in the ordinary course of business;

 

7.            prepaid any material obligation having a maturity of more than 90 days from the date such obligation was issued or incurred;

 

8.            cancelled any material debts or waived any material claims or rights, except in the ordinary course of business;

 

9.            disposed of or permitted to lapse any rights to the use of any material patent or registered trademark or copyright or other intellectual property owned or used by it;

 

10.          sold, transferred or otherwise disposed of any material assets, including without limitation technology and intangible assets;11. granted any general increase in the compensation of officers or employees (including any such increase pursuant to any employee benefit plan);

 

12.          purchased or entered into any contract or commitment to purchase any material quantity of raw materials or supplies, or sold or entered into any contract or commitment to sell any material quantity of property or assets, except (i) normal contracts or commitments for the purchase of, and normal purchases of, raw materials or supplies, made in the ordinary course business, (ii) normal contracts or commitments for the sale of, and normal sales of, inventory in the ordinary course of business, and (iii) other contracts, commitments, purchases or sales in the ordinary course of business;

 

13.          written off or been required to write off any notes or accounts receivable in an aggregate amount in excess of $2,000;

 

14.          written down or been required to write down any inventory in an aggregate amount in excess of $ 2,000;

 

15.          entered into any collective bargaining or union contract or agreement; Or

 

16.          other than the ordinary course of business, incurred any liability required by generally accepted accounting principles to be reflected on a balance sheet and material to the business or financial condition of Vidable and their subsidiaries taken as a whole.

 

 

(h)            Compliance with Law. The operations of Vidable and its Subsidiaries have been conducted in accordance with all applicable laws and regulations of all Governmental Bodies having jurisdiction over them, except for violations thereof which are not likely to have a material adverse effect on the business or financial condition of Vidable and its Subsidiaries, taken as a whole, or which would not require a payment by Vidable or its Subsidiaries in excess of $2,000 in the aggregate, or which have been cured. Neither Vidable nor any of its Subsidiaries has received any notification of any asserted present or past failure by it to comply with any such applicable laws or regulations. Vidable and its Subsidiaries have all material licenses, permits, orders or approvals from the Governmental Bodies required for the conduct of their businesses, and are not in material violation of any such licenses, permits, orders and approvals. All such licenses, permits, orders and approvals are in full force and effect, and no suspension or cancellation of any thereof has been threatened.

 

8.            Notices. Any notice which any of the parties hereto may desire to serve upon any of the other parties hereto shall be in writing and shall be conclusively deemed to have been received by the party at its address, if mailed, postage prepaid, United States mail, registered, return receipt requested, to the following addresses:

 

If to New VIBE:	Evan Clifford
	New VIBE, Inc.
If to Vidable:	c/o Randall J. Lanham, Esq.
	28562 Oso Parkway
	Unit D
	Rancho Santa Margarita, CA 92688
	Telephone: (949) 858-6773
	Facsimile: (949) 858-6774

 

11.           Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, personal representatives and successors and assigns of the parties.

 

12.           Choice of Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada, and the parties submit to the exclusive jurisdiction of the courts of Texas in respect of all disputes arising hereunder.

 

13.           Counterparts. This Agreement may be signed in one or more counterparts, all of which taken together shall constitute an entire agreement.

 

14.           Confidential Information. Each of New VIBE and Vidable hereby acknowledges and agrees that all information disclosed to each other whether written or oral, relating to the other's business activities, its customer names, addresses, all operating plans, information relating to its existing services, new or envisioned products or services and the development thereof, scientific, engineering, or technical information relating to the others business, marketing or product promotional material, including brochures, product literature, plan sheets, and any and all reports generated to customers, with regard to customers, unpublished list of names, and all information relating to order processing, pricing, cost and quotations, and any and all information relating to relationships with customers, is considered confidential information, and is proprietary to, and is considered the invaluable trade secret of such party (collectively "Confidential Information"). Any disclosure of any Confidential Information by any party hereto, its employees, or representatives shall cause immediate, substantial, and irreparable harm and loss to the other. Each party understands that the other desires to keep such Confidential Information in the strictest confidence, and that such party's agreement to do so is a continuing condition of the receipt and possession of Confidential Information, and a material provision of this agreement, and a condition that shall survive the termination of this Agreement. Consequently, each party shall use Confidential Information for the sole purpose of performing its obligations as provided herein.

  

 

15.           Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any Party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth.

 

16.           Costs and Expenses. Except as otherwise specifically set forth herein, each party will bear its own attorneys, brokers, investment bankers, agents, and finders employed by, such party. The parties will indemnify each other against any claims, costs, losses, expenses or liabilities arising from any claim for commissions, finder's fees or other compensation in connection with the transactions contemplated herein which may be asserted by any person based on any agreement or arrangement for payment by the other party.

 

17.           Attorney's Fees. Should any action be commenced between the parties to this Agreement concerning the matters set forth in this Agreement or the right and duties of either in relation thereto, the prevailing party in such Action shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its Attorney's Fees and Costs.

 

18.           Finders. New VIBE and Vidable represents and warrants that there are no finders or other parties which have represented New VIBE or Vidable in connection with this transaction which have not received appropriate compensation.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

For and on behalf of:	New VIBE, Inc.
	By:	/s/ Evan Clifford
		Evan Clifford
		President
For and on behalf of:	Vidable, Inc.
	a Nevada corporation
	By:	/s/ Mike Cribbin
		Mike Cribbin
		Chief Executive Officer

 

 

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