STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into
as of this 1st day of January 1999 by and between Princeton Video
Image, Inc., a corporation organized and existing under the laws of
the State of New Jersey ("PVI"), and Presencia en Medios, S.A. de
C.V., a limited liability corporation organized and existing under
the laws of Mexico ("PRESENCIA"), and Xxxxxxx Xxxx, an individual
residing in Mexico ("XX. XXXX") (PRESENCIA and XX. XXXX collectively,
the "PURCHASERS") (each of PVI, PRESENCIA and XX. XXXX, a "Party" and
collectively, the "Parties").
PRELIMINARY STATEMENTS
A. As evidenced by the certificate of incorporation of
Publicidad Virtual, S.A. de C.V., a limited liability corporation
organized and existing under the laws of Mexico (the "ISSUER"), dated
February 21, 1994, and other books and records of the ISSUER, PVI has
acquired and currently holds 2,500 shares (the "Shares") of the
capital stock, first series, of the ISSUER, which Shares represent a
50% interest in the ISSUER.
B. The PURCHASERS wish to purchase the Shares from PVI, and
PVI wishes to sell the Shares to the PURCHASERS, upon the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of mutual covenants and
promises set forth in this Agreement, the Parties hereby agree as
follows:
1. PURCHASE AND SALE OF SHARES. Upon the execution of this
Agreement: (i) PVI shall tender to PRESENCIA a fully executed stock
power, in form and substance reasonably acceptable to PRESENCIA,
authorizing the ISSUER to transfer upon its books and records 2,499
of the Shares to PRESENCIA; (ii) PVI shall tender to XX. XXXX a fully
executed stock power, in form and substance reasonably acceptable to
XX. XXXX, authorizing the ISSUER to transfer upon its books and
records one of the Shares to XX. XXXX; and (iii) as payment in full
for the Shares, the PURCHASERS shall tender to PVI, via a certified
check drawn upon a U.S. bank or a wire transfer of immediately
available funds to an account designated by PVI in writing, the sum
of US$121,000, net of any required tax withholdings, together with a
certificate signed by the PURCHASERS evidencing the calculation of
such withholding and a certificate issued by the appropriate revenue
authority(ies) evidencing its receipt of the amount withheld. In the
event that any portion of the amount withheld is later refunded or
otherwise returned, the PURCHASERS shall immediately pay over, or
cause to be paid over, such amount to PVI. From and after the
respective parties' tender of such instruments and such sums, the
PURCHASERS shall be deemed to have purchased the Shares in their
entirety and, as among the Parties, shall be deemed to be the holders
thereof. For all purposes, including tax and accounting purposes,
the Parties shall treat such purchase and sale as being effective as
of the date hereof.
2. PURCHASERS' REPRESENTATIONS AND WARRANTIES. Each of the
PURCHASERS hereby represents and warrants to PVI as follows:
(a) XX. XXXX, who is a director and officer of PRESENCIA,
has had and continues to have access to the ISSUER's books and
records and other information concerning the ISSUER and its
operations, and, in connection with the purchase of the Share(s)
hereunder, such PURCHASER has relied on this knowledge of the ISSUER,
in addition to the other sources of information set forth in this
Section 2;
(b) All material documents, records and books pertaining
to the investment made hereunder have, on request, been made
available to such PURCHASER and such PURCHASER's advisors;
(c) The ISSUER has made available to such PURCHASER and
such PURCHASER's representatives the opportunity to ask questions of,
and receive answers from, the ISSUER concerning the ISSUER's business
and financial affairs and to obtain any additional information, to
the extent that the ISSUER possesses such information, or can acquire
it without unreasonable effort or expense, necessary to verify the
accuracy of the information given to such PURCHASER or otherwise to
make an informed investment decision; and
(d) PURCHASERS have made all payments, filed all documents
and taken all other actions necessary to cause the transaction
contemplated by the Agreement to comply with all applicable taxation
and withholding laws, rules and regulations of any jurisdiction
outside the United States, and/or shall do so promptly after the
execution of this Agreement.
All of the foregoing representations and warranties shall survive the
delivery of this Agreement and the purchase of the Shares by the
PURCHASERS.
3. INDEMNIFICATION. Each of the PURCHASERS, jointly and
severally, shall indemnify, defend and hold harmless PVI from and
against any and all claims, actions, losses, costs, expenses, damages
and liabilities (including, without limitation, court costs and
attorneys' fees) arising out of or due to: (i) a breach by a
PURCHASER of any of the representations and warranties made in
Section 2; or (ii) any Party's failure to comply with all applicable
laws of any jurisdiction outside the United States in connection with
the transaction contemplated by this Agreement.
4. FURTHER ACTS. From and after the date of this Agreement,
each Party, acting with the advice of its counsel and accountants,
shall execute all documents and undertake all other acts reasonably
requested by the other Party in order to effect the intent of this
Agreement.
5. SPECIFIC PERFORMANCE. Each Party agrees that a failure by
any Party to perform its obligations under this Agreement shall
result in irreparable damage and that specific performance of such
obligations may be obtained without the posting of any bond or other
security.
6. MISCELLANEOUS. This Agreement shall be binding upon and
inure to the benefit of the Parties and their respective successors
and assigns. Nothing in this Agreement, express or implied, is
intended to, or shall confer upon, any third party any legal or
equitable right, benefit or remedy of any nature whatsoever. This
Agreement shall not be amended except by a writing executed by all of
the Parties. This Agreement constitutes the entire agreement of the
Parties with respect to the subject matter hereof. This Agreement
shall be construed as if it were an agreement between parties located
in the State of New Jersey and were to be performed entirely within
the State of New Jersey. This Agreement may be signed in two or more
counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.
* * *
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PAGE
IN WITNESS WHEREOF, each of the Parties has caused this Stock
Purchase Agreement to be executed on March 3, 1999 to be effective as
of the date first written above.
PRINCETON VIDEO IMAGE, INC.
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
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Title: VP/CFO
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PRESENCIA EN MEDIOS, S.A. DE C.V.
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
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Title: President
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/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
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