EXHIBIT 10.5
STOCK PURCHASE AGREEMENT
Between
HITCOM CORPORATION
And
XXXXX X. XXXX
For Purchase of a 20% minority interest in One Plus Marketing, Inc.
Dated August 10, 1998
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT entered into this 10th day of August, 1998,
between Hitcom Corporation, a Delaware corporation ("Buyer"), and Xxxxx X. Xxxx,
("Xxxx") an individual resident in the City of St. Louis, Missouri, herein
called the ("Seller");
WITNESSETH:
WHEREAS, Xxxx owns 20 common shares, being 20% of One Plus Marketing Inc. ("One
Plus"), an Illinois Corporation (the "Company");
WHEREAS, Hitcom owns 80 common shares, being 80% of One Plus, and there are 100
shares outstanding of the company constituting all of the issued and outstanding
shares of capital stock of the Company; and
WHEREAS, Seller desires to sell, and Buyer desires to purchase, the Stock in
consideration for the payment to be made as described hereunder;
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the parties hereto agree as follows:
ARTICLE I
Terms of Purchase and Sale
1.1 Upon the terms and subject to the conditions of this Agreement, Seller sells
to Buyer, and Buyer purchases from Seller, the stock for a purchase price of
$1.00.
ARTICLE II
Representation and Warranties of Seller
Seller represents and warrants to Buyer as follows:
2.1 Authority: No conflict. The Agreement constitutes the legal, valid and
binding obligation of Seller enforceable against Seller in accordance with
its terms. Seller has the absolute and unrestricted right, power, authority
and capacity to execute and deliver this Agreement and to perform the
obligations hereunder. The execution and delivery of this Purchase
Agreement by Seller and the consummation of the transactions contemplated
will
(a) not violate or conflict with any provision of the Certificate or
Articles of Incorporation or bylaws of the Company.
(b) result in a breach of, or constitute a default under any agreement,
(or with notice or lapse of time or both result in a breach of or
constitute a default under) or otherwise give any person the right to
terminate, any lease, license, contract or other agreement or
instrument to which Sellers or the Company is a party or by which any
of them are bound and particularly Clause 6.5 of the Stock Purchase
Agreement between Hitcom Corporation and Xxxxx Xxxxx, Xxxxxxx Xxxxx,
the Xxxxxxx Xxxxxx Xxxxx Family Trust dated February 18th, 1998.
ARTICLE III
Representations and Warranties of Buyer
Buyer represents and warrants to Seller as follows:
3.1 Authority: No conflict. This Agreement constitutes the legal, valid and
binding obligation of Buyer in accordance with its terms. Buyer has the
absolute and unrestricted right, power, authority and capacity to execute
and deliver this Agreement and to perform the obligations hereunder. The
execution and delivery of this Purchase Agreement by Buyer and the
consummation of the transactions contemplated will
(a) not violate or conflict with any provision of the Certificate or
Articles of Incorporation or Bylaws of the Buyer.
(b) Result in a breach of or constitute a default under any agreement, (or
with notice or lapse of time or both result in a breach of or
constitute a default under) or otherwise give any person the right to
terminate, any lease, license, contract or other agreement or
instrument to which Buyer or the Company is a party or by which any of
them are bound and particularly Clause 6.5 of the Stock Purchase
Agreement between Hitcom Corporation and Xxxxx Xxxxx, Xxxxxxx Xxxxx,
the Xxxxxxx Xxxxxx Xxxxx Family Trust dated February 18th, 1998.
3.2 Investment Intent. Buyer acknowledges that the Stock has not been
registered under the Securities Act of 1933, as amended (the "1933 Act")
and that Seller has disclosed to Buyer that the stock may not be resold
absent such registration or unless an exemption from registration is
available. Buyer is acquiring the shares for its own account, for
investment purposes only and not with a view to distribution thereof within
the meaning of Section 2(11) of the 1933 Act.
ARTICLE IV
Closing
4.1 The closing ("Closing") under this Agreement shall take place concurrent
with the signing of this Agreement at the offices of Hitcom, 000 Xxxxx
Xxxxxx Xxxxxx, Xxxxx Xxxxx, Xx. Xxxxx, XX 00000-0000.
4.2 Delivery by Seller. At the Closing, Seller shall deliver to Buyer (a)
certificate representing the 20 shares of One Plus endorsed in blank or
with stock powers attached; (b) such other further instruments, documents
or certificates as Buyer may reasonably require to carry out effectively
the transactions contemplated hereunder.
4.3 Delivery by Buyer. At the Closing, Buyer shall deliver: (a) certified
resolutions of Buyers Board of Directors authorizing the execution,
delivery and performance of this Agreement by Buyer; (b) US$1.00; and (c)
such other further instruments, documents or certificates as Buyer may
reasonably require to carry out effectively the transactions contemplated
hereunder.
ARTICLE V
Miscellaneous
5.1 Notices. All notice given in connection with this Agreement shall be in
writing and shall be delivered by personal delivery at the following
addresses:
Seller: Xxxxx X. Xxxx, Chairman, Hitcom, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx
Xxxxx, Xx. Xxxxx, XX 00000-0000.
Buyer: Hitcom, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx Xxxxx, Xx. Xxxxx, XX
00000-0000.
5.2 Further Assurances.The parties hereto agree (i) to furnish upon request to
each other such further information, (ii) to execute and deliver to each
other such documents, and (iii) to do such other acts and things, all as
the other party hereto may at any time reasonably request for the purpose
of carrying out the intent of this Agreement and the documents referred to
herein.
5.3 Entire Agreement and Modification. This Agreement is intended by the
Parties to this Agreement as a final expression of their agreement with
respect to the subject matter hereof, and is intended as a complete and
exclusive statement of the terms and conditions of that agreement. This
Agreement may not be modified, rescinded, or terminated orally, and no
modification, recession, termination or attempted waiver of the provisions
hereof (including this Section) shall be valid unless in writing and signed
by the party against whom the same is sought to be enforced.
5.4 Governing Law. This Agreement shall be governed by, and construed under,
the laws of the State of Missouri without regard to conflicts of laws, all
rights and remedies being governed by such laws.
5.5 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original copy of this Agreement, and
all of which, when taken together, shall be deemed to constitute but one
and the same agreement.
IN WITNESS WHEREOF Buyer had caused this Agreement to be executed by its duly
authorized officer, and Seller has executed this Agreement, on the date first
above written.
HITCOM CORPORATION
BY
/s/Xxxxx X. Xxxx /s/Xxxxx Xxxxx
Xxxxx X. Xxxx Xxxxx Xxxxx, President
================================================================================
