1
EXHIBIT 10.1
STOCK SUBSCRIPTION AGREEMENT
(PLANET HOLLYWOOD INTERNATIONAL, INC.)
THIS STOCK SUBSCRIPTION AGREEMENT ("Agreement") is entered into as of
March 28, 1997, by and between Planet Hollywood International, Inc., a Delaware
corporation ("Issuer") and Kingdom 5-KR-42, Ltd., a Cayman Islands corporation
("Buyer").
WHEREAS, Issuer desires to issue to Buyer, and Buyer desires to
subscribe for and purchase from Issuer, One Million Eighty Seven Thousand
(1,087,000) shares of Class A Common Stock, par value $.01 per share of the
Issuer ("Shares"), at the price and on the other terms and conditions hereafter
set forth.
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereby agree as
follows:
1. SALE AND PURCHASE.
Subject to the terms and conditions hereof, Issuer hereby agrees to
issue and sell to Buyer, and Buyer hereby agrees to subscribe for and purchases
from Issuer, at the closing hereunder ("Closing"), One Milion Eighty Seven
Thousand (1,087,000) Shares for a purchasing price ("Purchase Price") of
Eighteen Dollars ($18.00) per Share.
2. CLOSING
(a) Closing will take place on Tuesday, April 22, 1997, at 10:00
a.m. (local time) ("Closing Date") at the offices of Gray, Harris & Xxxxxxxx,
P.A., Suite 1200, 201 East Pine Street, Orlando, Florida., or at such other
time and place as the parties may agree.
(b) At Closing:
(i) Buyer shall pay the Purchase Price by wire transfer of
immediately available funds to an account specified by Issuer no later than
five (5) business days prior to the Closing Date; and
(ii) Issuer shall deliver to Buyer a certificate representing
the Shares, registered in the name of Buyer.
2
3. ISSUER REPRESENTATIONS AND WARRANTIES. Issuer hereby
represents and warrants to Buyer, as follows:
(a) Organization; Capitalization. Issuer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has all requisite corporate power and authority to own its
properties and assets and to conduct its business as now conducted. The
authorized capital stock of the Issuer consists of (a) 250,000,000 shares of
Class A Common Stock, par value $.01 per share, of which 95,972,563 shares are
issued and outstanding without giving effect to the transactions contemplated
hereby, 7,836,315 additional shares are reserved for issuance upon the exercise
or conversion of outstanding options, warrants or convertible securities; (b)
25,000,000 shares of Class B Common Stock, par value $.01 per share, 11,600,315
shares of which are outstanding, and none of which have been reserved for
issuance upon the exercise of outstanding rights; and (c) 25,000,000 shares of
Preferred Stock, par value $.01 per share, of which no shares are outstanding
and none of which have been reserved for issuance.
(b) Authorization and Validity of Agreement. Issuer has the
corporate power to enter into this Agreement and to carry out its obligations
hereunder. The execution and delivery of this Agreement and the performance of
Issuer's obligations hereunder have been, or will have been on the Closing
Date, duly authorized by the Board of Directors of Issuer, and no other
corporate proceedings on the part of Issuer are necessary to authorize such
execution, delivery and performance. This Agreement has been duly executed by
Issuer and is the legal, valid and binding obligation of Issuer.
(c) No Conflict or Violation. The execution, delivery and
performance by Issuer of this Agreement do not and will not violate or conflict
with any provision of the certificate of incorporation or by-laws of the
Issuer, and do not and will not violate any provision of any agreement or
instrument to which Issuer is a party or by which it is bound, or any order,
judgment or decree of any court or other governmental or regulatory authority
to which Issuer is subject.
(d) Validity of Securities. The Shares have been, or will have
been as of the Closing Date, duly authorized for issuance and sale to Buyer
pursuant to this Agreement, and when duly executed and delivered against
payment therefor as provided herein, will be validly issued, fully paid and
non-assessable; the stock certificates evidencing the Shares will be in due and
proper form and comply with all applicable legal requirements; the issuance of
the Shares will not be subject to any call, preemptive or other similar
rights.
2
3
4. BUYER REPRESENTATIONS AND WARRANTIES. Buyer hereby represents and
warrants to Issuer, as follows:
(a) Organization. Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the Cayman Islands and has all
requisite corporate power and authority to own its properties and assets and to
conduct is business as now conducted.
(b) Authorization and Validity of Agreement. Buyer has the corporate
power to enter into this Agreement and to carry out its obligations hereunder.
The execution and delivery of this Agreement and the performance of Buyer's
obligations hereunder have been, or will have been on the Closing Date, duly
authorized by the Board of Directors of Buyer, and no other corporate
proceedings on the part of the Buyer are necessary to authorize such execution,
delivery and performance. This Agreement has been duly executed by Buyer and
is the legal, valid and binding obligation of Buyer.
(c) No Conflict or Violation. The execution, delivery and performance
by Buyer of this Agreement do not and will not violate or conflict with any
provision of the charter documents or bye-laws of the Buyer, and do not and
will not violate any provision of any agreement or instrument to which Buyer is
a party or by which it is bound, or any order, judgment or decree of any court
or other governmental or regulatory authority to which Buyer is subject.
(d) Unregistered Shares. Buyer understands that the Shares have not
been registered under the Securities Act of 1933, as amended (the "Act"), or
under applicable state securities laws, in reliance upon exemptions contained
in the Act and such laws and any applicable regulations promulgated thereunder
or interpretations thereof, and cannot be offered for sale, sold or otherwise
transferred unless the Shares are subsequently registered or qualify for
exemption from registration under the Act and such laws.
(e) Investment Intent. The Shares are being acquired solely for Buyer's
own account, for investment and not with a view toward resale or other
distribution within the meaning of the Act; the Shares will not be offered for
sale, sold or otherwise transferred without either registration or exemption
from registration under the Act; and the certificates evidencing such Shares
will bear legends substantially to such effect.
3
4
5. ADDITIONAL ACTIONS AND DOCUMENTS. Each of the parties hereto hereby
agrees to take or cause to be taken such further actions, to execute and
deliver or cause to be executed and delivered such further documents and
instruments, and to obtain such consents, as may be necessary or as may be
reasonably requested in order to fully effectuate the purposes, terms and
conditions of this Agreement.
6. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among the parties hereto with respect to the transactions contemplated herein,
and it supersedes all prior oral or written agreements, commitments or
understandings with respect to the matters provided for herein.
7. NOTICES. All notices given hereunder shall be in writing and shall
be personally served or delivered by a private courier service of international
standing and recognition with charges prepaid, or transmitted by facsimile,
addressed as set forth below, or such other address as such party shall have
specified most recently by written notice. Notice shall be deemed given or
delivered on the date of service or transmission if personally served or
transmitted by facsimile. Notice otherwise as provided herein shall be deemed
given or delivered on the third business day following delivery of such notice
to a reputable overnight courier service.
To Issuer: Planet Hollywood International, Inc.
0000 Xxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxx
Fax: 407/
with a copy (which shall not constitute notice) to:
Gray, Harris & Xxxxxxxx, P.A.
Suite 1200
000 Xxxx Xxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx, Esquire
Fax: 407/000-0000
To Buyer: Kingdom 5-KR-42, Ltd.
x/x Xxxxxxx Xxxxxxxxxxxxx
X.X. Xxx 0000
Riyadh 11492
4
0
Xxxxxxx xx Xxxxx Xxxxxx
Attn: Mustafa Al Hejailan
Fax: 000-0-000-0000
with a copy (which shall not constitute notice) to:
Xxxxx & Xxxxxxx L.L.P.
Columbia Square
000 00xx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000-0000
Attn: Xxxx X. Xxxx, Esq.
Fax: 202/000-0000
8. Execution. To facilitate execution, this Agreement may be executed
in as many counterparts as may be required; and it shall not be necessary that
the signatures of, or on behalf of, each party, or that the signatures of all
persons required to bind any party, appear on each counterpart; but it shall be
sufficient that the signature of, or on behalf of, each party, or that the
signatures of the persons required to bind any party, appear on one or more of
the counterparts. All counterparts shall collectively constitute a single
agreement. It shall not be necessary in making proof of this Agreement to
produce or account for more than a number of counterparts containing the
respective signatures of, or on behalf of, all of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
PLANET HOLLYWOOD
INTERNATIONAL, INC.
BY: /s/ Xxxxxx Xxxx
----------------------------------------
XXXXXX XXXX, PRESIDENT
KINGDOM 5-KR-42 LTD.
BY: /s/ HRH Prince Alwaleed Bin Talal Bin Abdulaziz
Al Saud
----------------------------------------
HRH PRINCE ALWALEED BIN TALAL
BIN ABDULAZIZ AL SAUD,
PRESIDENT
5
