EXHIBIT 4.25
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is entered into as of
this 28th day of August, 2003 by and between Xxxxxxx XxXxxxxxx, an individual
("Selling Shareholder") and Red Brook Developments Limited ("Red Brook"), an
Ontario, Canada corporation and Zivojin Maznic ("Maznic"), and individual
relating to the sale by Selling Shareholder of the Issuer Securities (as such
term is hereinafter defined) to Purchaser (as hereinafter defined). Hereinafter,
Red Brook and Maznic shall collectively be referred to as the "Purchaser".
W I T N E S S E T H:
WHEREAS, Selling Shareholder is the owner and holder of a Subsequent
Funding Debenture and the addenda thereto as the same have been amended and
supplemented from time to time in the amount of $50,000 (the "Debenture") issued
by Visual Bible International, Inc., a Florida corporation (the "Issuer"),
61,100 shares (the "Shares") of the $.001 par value common stock (the "Issuer
Shares") or the Issuer and a Warrant (the "Warrant") issued by the Issuer and
exercisable for 27,750 Issuer Shares. Hereinafter, the Debenture, the Shares and
the Warrant shall be collectively referred to as the "Issuer Securities";
WHEREAS, Purchaser agrees to purchase and Selling Shareholder agrees to
sell the issuer Securities on the terms and conditions hereinbelow set forth;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and for additional good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto hereby agree
as follows:
1. Purchase and Sale. Purchaser hereby agrees to purchase and Selling
Shareholder hereby agrees to sell the Issuer Securities, on the price, terms and
conditions hereinbelow set forth.
2. Purchase Price and Payment.
(a) The purchase price for the issuer Securities is Fifty Thousand
($50,000) United States Dollars (the "Purchase Price").
(b) On the Closing Date (as hereinafter defined), Purchaser shall
pay the Purchase Price to the Selling Shareholder in readily available funds by
bank check or wire transfer.
(c) In connection with the Purchase of the Issuer Securities and
the payment of the Purchase Price therefor. Red Brook will acquire fifty percent
(50%) of the Issuer Securities and will be responsible for the payment of fifty
percent (50%) of the Purchase Price and Maznic will acquire fifty percent (50%)
of the Issuer Securities and will be responsible for the payment of fifty
percent (50%) of the Purchase Price.
3. Closing. Subject to the Conditions of Closing (as hereinafter
defined) the closing of the transaction contemplated herein (the "Closing")
shall take place on or before August 28, 2003, or such other date as pray be
agreed upon by the parties hereto (the "Closing Date"), at Toronto or at such
other location as may be agreed upon by the parties hereto. At the Closing, the
Selling Shareholder shall deliver to the Purchaser, the Debenture, along with
the an allonge (collectively, the "Allonge") thereto in favor of each of Red
Brook and Maznic, the certificate representing the Shares, along with duly
executed stock powers (the "Stock Powers") in favor of each of Red Brook and
Maznic and the Warrant, along with duty executed Warrant assignments (the
"Warrant Assignments") in favor of each of Red Brook and Maznic, and each of Red
Brook and Maznic shall deliver to Purchaser a copy of the duly executed
-1-
EXHIBIT 4.25
transfer representation letters (the "Representation Letters") and each of Red
Brook and Maznic shall pay the portion of the Purchase Price to the Selling
Shareholder as required hereunder, Selling Shareholder agrees that upon the
Closing, Selling Shareholder shall have no right to or interest in the Issuer
Securities or the matters set forth therein, including for the avoidance of
doubt, the Royalty (as defined in the Debenture).
4. Conditions To Obligation of Purchaser to Conclude the Closing. The
obligation of the Purchaser to conclude the Closing is subject to the material
accuracy of the representations and warranties set forth in paragraph 5 below at
and as of the Closing Date.
5. Representation, Warranties and Covenant of Selling Shareholder.
Selling Shareholder hereby represents, warrants and covenants to Purchaser, as
follows:
(a) Selling Shareholder has full authority and legal capacity to
execute, deliver and perform this Agreement. This Agreement has been duly and
validly executed and delivered by Selling Shareholder and constitutes the valid
and binding obligation of Selling Shareholder, enforceable against Selling
Shareholder in accordance with its respective terms.
(b) The Selling Shareholder has good and marketable title to the
Issuer Securities, free and clear of any lien or other encumbrance whatsoever.
(c) Selling Shareholder is not required to give any notice to,
make any filing with, or obtain any authorization, consent, or approval of any
government or governmental agency in order for the Selling Shareholder to
consummate the transactions contemplated by this Agreement.
(d) Neither the execution or delivery hereof nor the consummation
of the transactions contemplated hereby constitutes a violation by Selling
Shareholder of any law, rule. regulation, order, judgment or decree of any court
or of any local governmental authority or body applicable to Selling
Shareholder.
(e) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby does not and will not
violate any provision of any agreement or conflict with any restriction of any
kind or nature to which Selling Shareholder is a party or by which Selling
Shareholder is bound or allow any party to any such agreement to terminate such
agreement or alter the terms or conditions thereof.
(f) There are no claims for brokerage commissions or finder's fees
in connection with the transactions contemplated hereby which have arisen or may
arise from any act or failure to act of Selling Shareholder or any person or
entity authorized to act on behalf of Selling Shareholder.
(g) None of the representations or warranties by Selling
Shareholder contained in this Agreement or in any certificate or document
furnished by Selling Shareholder pursuant hereto, contains or will contain any
untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements or information contained herein or therein in
light of the circumstances under which they were made not misleading.
6. Representations, Warranties and Covenants of Purchaser. Each
Purchaser hereby represents, warrants and covenants to Selling Shareholder as
follows:
(a) Each Purchaser has full authority and legal capacity to
execute, deliver and perform this Agreement and this Agreement has been duly and
validly executed and delivered by each
-2-
EXHIBIT 4.25
Purchaser and constitutes the valid and binding obligation of each Purchaser,
enforceable against each Purchaser in accordance with its respective terms.
(b) Neither Purchaser is required to give any notice to, make any
filing with, or obtain any authorization, consent, or approval of any government
or governmental agency in order for the each such Purchaser to consummate the
transactions contemplated by this Agreement.
(c) Neither the execution or delivery hereof nor the consummation
of the transactions contemplated hereby constitutes a violation by either
Purchaser of any law, rule, regulation, order, judgment or decree of any court
or of any local governmental authority or body applicable to such Purchaser.
(d) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby does not and will not
violate any provision of any agreement or conflict with any restriction of any
kind or nature to which Purchaser is a party or by which Purchaser is bound or
allow any party to any such agreement to terminate such agreement or alter the
terms or conditions thereof.
(e) There are no claims for brokerage commissions or finder's fees
in connection with the transactions contemplated hereby which have arisen or may
arise from any act or failure to act of Purchaser or any person or entity
authorized to act on behalf of Purchaser.
(f) Purchaser specifically understands that the Issuer Securities
are restricted Securities. Accordingly, Purchaser understands the following:
(1) Restrictions on Transferability. No transfer or other
disposition of the Issuer Securities to be acquired by Purchaser pursuant
hereto shall be valid unless made by Purchaser in accordance with the
legend affixed to such Issuer Securities.
(2) Legend. A legend shall be imprinted on each Issuer
Security.
(3) Representation Letters. Each Purchaser has reviewed the
content of the Representation Letters and each of the representations
contained therein are true and correct.
(g) Purchaser has had the opportunity to discuss the business,
management and financial condition of the Issuer with the management of Issuer
and has had the opportunity to ask questions of the management Issuer.
(h) None of the representations or warranties by Purchaser
contained in this Agreement or in any certificate or document furnished by it
pursuant hereto, contains or will contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
or information contained herein or therein in light of the circumstances under
which they were made not misleading.
7. Indemnification.
(a) Selling Shareholder Indemnification. The Selling Shareholder
hereby agrees to indemnify, defend and hold harmless Purchaser from and against
any and all demands, claims, actions or causes of action, assessments, losses,
damages, liabilities, costs and expenses, including, without limitation,
interest, penalties and reasonable attorney's fees and expenses asserted
against, imposed upon
-3-
EXHIBIT 4.25
or incurred by Purchaser resulting from or by reason of a breach of any
representation, warranty, covenant or agreement of the Selling Shareholder
contained herein.
(b) Purchaser Indemnifcation. The Purchaser hereby agrees to
indemnify, defend and hold harmless Issuer from and against any and all demands,
claims, actions or causes of action, assessments, losses, damages, liabilities,
costs and expenses, including, without limitation, interest, penalties and
reasonable attorney's fees and expenses asserted against, imposed upon or
incurred by Issuer resulting from or by reason of a breach of any
representation, warranty or covenant of the Purchaser contained herein.
8. Conditions of Indemnification. The obligations and liabilities of
the parties hereunder regarding claims resulting from the assertion of liability
by third parties shall be subject to the following terms and conditions:
(a) The party claiming indemnification (the "Indemnified Party")
hereby agrees to promptly notify the party against whom indemnification is
claimed ((he "Indemnifying Party") in writing of any claims asserted against,
imposed upon or incurred by the Indemnified Party and the Indemnifying Party
hereby agrees to undertake the defense thereof by representatives chosen by the
Indemnifying Party. The Indemnifying Party shall have the right to control and
handle the conduct of any litigation. The Indemnified Party hereby agrees to
cooperate with the Indemnifying Party in the defense of any such claim or
proceeding. The Indemnifying Party hereby agrees to keep the indemnified Party
informed as to the progress of any such claim or proceeding; and
(b) In the event that the Indemnifying Party, within fifteen (15)
days after notification by the Indemnified Party of any claim, fails to defend,
control or handle such matter, the Indemnified Party shall have the right, upon
written notification to the Indemnified Party, to defend, compromise or settle
the same on behalf of and for the account and at the risk of the Indemnifying
Party. In such event, the Indemnifying Party hereby agrees to advance and pay
all costs and reasonable attorney fees of such indemnification and give full
cooperation to the Indemnified Party, subject, however, to the right of the
Indemnifying Party to assume such defense at any time prior to final settlement,
compromise or determination thereof.
9. Remedies. Except as specifically provided for elsewhere herein, all
remedies hereunder shall be cumulative and shall not preclude the assertion by
any party of any other rights or the seeking of any other remedies by it against
the other party, including, but not limited to, the right of specific
performance.
10. Additional Agreements. Each of the parties hereto shall execute such
documents and other papers and take such further actions is may be reasonably
required or desirable to carry out the provisions hereof and the transactions
contemplated hereby and each of the parties hereto shall use its best efforts to
take, or cause to be taken, all actions and to do, or cause to be done, all
other things necessary, proper or advisable to consummate and make effective as
promptly as practicable the transactions contemplated by this Agreement,
including causing party's representations, warranties and covenants set forth
herein to remain true and correct at and as of the Closing Date as though made
on and as of the Closing Date.
11. Survival of Representations, Warranties and Agreements. All of the
representations, warranties and agreements of the parties hereto shall survive
the closing of the transactions contemplated hereby.
-4-
EXHIBIT 4.25
12. Termination. Without prejudice to other remedies which may be
available to the parties pursuant to the terms of this Agreement, this Agreement
may be terminated and the sale of the Issuer Securities contemplated herein may
be abandoned:
(a) by mutual consent of the parties hereto; or
(b) by a nondefaulting party (the "Notifying Party") hereto by
giving written notice of such termination on the Closing Date to the other party
(the "Notified Party") if, as of the Closing Date, any material conditions
precedent to the performance of the obligations of the party giving such notice
shall not have been satisfied and shall not have been waived by such party,
provided, however, that the Notified Party shall be allowed five (5) business
days within which to satisfy any such unsatisfied condition precedent, other
than the failure to make payment of the Purchase Price.
13. Press Releases anti Public Announcements. No party hereto, or any
related entity or person, shall issue any press release or make any public
announcement relating to the subject matter of this Agreement without the prior
written consent of all parties hereto; provided, however, that any party may
make any public disclosure such party believes in good faith is required by
applicable law.
14. Miscellaneous.
(a) Arbitration. Claims, disputes and other matters in question
between the parties to this Agreement arising out of or relating to this
Agreement shall be decided by arbitration in accordance with the commercial
arbitration rules of the American Arbitration Association (the "AAA") then in
affect, unless Purchaser and Selling Shareholder agree otherwise. No arbitration
arising out of or relating to this Agreement shall include, by consolidation or
joinder or any other manner, parties other than Purchaser, Selling Shareholder
and other persons substantially involved in common questions of fact or law
whose presence is required if complete relief is to be accorded in arbitration.
Consent to arbitration involving an additional person or persons shall not
constitute consent to arbitration of a dispute not described or with a person
not named therein. This provision shall be specially enforceable in any court of
competent jurisdiction. Notice of demand for arbitration shall be filed in
writing by either Purchaser or Selling Shareholder with the AAA. The demand
shall be made within a reasonable time after the claim, dispute or other matter
in question has arisen. In no event shall the demand fix arbitration be made
after the date when the applicable statute of limitations would bar institution
of a legal or equitable proceeding based on such claim, dispute or other matter
in question. Unless otherwise agreed by Purchaser and Selling Shareholder, in
writing, the award rendered by the arbitrator(s) shall be final, and judgment
may be entered upon it in accordance with applicable law in any court having
jurisdiction. This Paragraph 14(a) shall survive the Closing of this Agreement
and through any applicable indemnity periods set forth this Agreement.
(b) Benefit. This Agreement shall entire to the benefit of the
parties hereto and their respective successors and assigns.
(c) Counterparts. This Agreement may be executed in counterparts
each of which shall be deemed an original and all of which together shall
constitute one and the same agreement.
(d) Entire Agreement. This Agreement, including all schedules and
other instruments or documents referred to herein or delivered pursuant hereto
which form a part hereof, contains the entire understanding of the parties
hereto in respect of the subject matter contained herein. There are no
representations, warranties, promises, covenants or undertakings other than
those expressly set forth herein or therein. This Agreement supersedes all prior
agreements, whether written or oral, between the parties with respect to the
subject matter hereof. This Agreement may be amended only by a
-5-
EXHIBIT 4.25
written agreement duty executed by the patties hereto. Any condition to a
particular party's obligations hereunder may be waived in writing by such party.
(e) Facsimile Signatures. Facsimile signatures on counterparts of
this Agreement are hereby authorized and shall be acknowledged as if such
facsimile signatures were an original execution.
(f) Governing Law. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Florida, without giving
effect to conflicts of law.
(g) Headings. The headings contained in this Agreement have been
inserted for convenience and reference purposes only and shall not affect the
meaning or interpretation hereof in any manner whatsoever.
(h) Notices.
(1) Any notice, request, demand, instruction or other
communication required or permitted to be given by the terms of this
Agreement or under any applicable law by either party hereunder shall be
in writing and may be hand delivered, sent by FedEx or other recognized
delivery service, sent by certified or registered mail, postage prepaid
and return receipt requested or sent via facsimile. Such written notice
shall be addressed as follows:
If to Selling Shareholder:
Xxxxxxx XxXxxxxxx
c/o Xxxxx X. XxXxxxxx
Sack Xxxxxxxxx Xxxxxxxx LLP
00 Xxxxxx Xxxxxx Xxxx, Xxxxx 0000, X.X. Xxx 000
Xxxxxxx, XX X0X 0X0
If to Purchaser:
Red Book Developments Limited - and - Zivojin Maznic
0000 Xxxxxxx Xxxx 1004 - 000 Xxxxx Xxxxxxx Xxxxxx
Xxx Xxxxx, XX Xxxxxxx, XX
X0X 0X0 X0X 0X0
(2) Any notice provided pursuant hereto shall be deemed to
have been received by the addressee on the day after such notice is
deposited, addressed as required hereby, with a courier service, FedEx or
other recognized delivery service; four (4) days after such notice is
deposited, addressed as required hereby, with the United States Postal
Service; and on the date such notice is transmitted, addressed as required
by this Agreement, provided a transmission report generated by the sender
indicates receipt by recipient of such transmission.
(3) The addresses set forth in this paragraph may be changed
by either party by giving notice of such change to the other party in the
manner provided herein for giving notice.
(i) Remedies. In the event of a breach or threatened breach by
either party of its obligations hereunder, each party acknowledges that the
other party may not have an adequate remedy at
-6-
EXHIBIT 4.25
law and shall be entitled to such equitable and injunctive relief as may be
available to restrain the other party
(j) Separability. If any of the terms, provisions or conditions
contained in this Agreement shall be declared to be invalid or void in any
judicial proceeding, this Agreement shall be honored and enforced to the extent
of its validity, and those provisions not declared invalid shall remain in full
force and effect.
(Signatures appear next page)
-7-
EXHIBIT 4.25
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
SELLING SHAREHOLDER:
/s/ Xxxxxxx XxXxxxxxx
----------------------------------------
Xxxxxxx XxXxxxxxx
PURCHASER:
Red Brook Developments Limited
By: /s/ Xxxx Xxxxxxx
-----------------------------------
/s/ Zivojin Maznic
-----------------------------------
Zivojin Maznic
-8-
