EXHIBIT 10.52
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement, made and entered into as of April 8, 1999 (the
"Agreement"), between Easyriders, Inc., a Delaware corporation (the "Company")
and Xxxxxx Xxxxxx (the "Investor").
WHEREAS, the Company desires to sell, and the Investor desires to purchase,
subject to the terms and conditions of this Agreement, shares of the Company's
common stock, par value $.001 per share (the "Common Stock");
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and the Investor agree as
follows:
SECTION I. AUTHORIZATION; SALE AND PURCHASE OF THE COMPANY'S
SECURITIES; CLOSING.
1.1 Sale and Purchase of Common Stock. Subject to the terms and
conditions hereof, the Company agrees to sell to the Investor and the Investor
agrees to purchase from the Company on the Closing Date, a number of shares of
Common Stock (the "Shares") determined by dividing $1,500,000 by 75% of the
Average Closing Price of the Common Stock (as hereinafter defined) in
consideration of the Investor forgiving the interest on the $5,000,000
Subordinated Promissory Note, dated September 23, 1998, made by the Company to
the Investor (the "Note") in the amount of $75,000, and a reduction in the
principal amount of the Note from $5,000,000 to $3,575,000. The Average Closing
Price of the Common Stock shall mean the average of the daily Closing Prices (as
hereinafter defined) of the Common Stock on the ten consecutive trading days
ending on and including April 8, 1999. The Closing Price shall mean the last
recorded sale price of the Common Stock or, if no such reported sale takes place
on such day, the average of the reported closing bid and asked price of the
Common Stock, as reported on the American Stock Exchange.
1.2 Closing. The closing of the transaction contemplated by this
Agreement (the "Closing") shall take place at 10:00 a.m., Pacific Standard time,
on April 9, 1999 (the "Closing Date") or at such other time or day as may be
mutually acceptable to the Investor and the Company.
1.3 Delivery; Payment. At the Closing, (a) the Company will deliver
to the Investor a certificate, dated the Closing Date, representing the Shares
purchased by the Investor, registered in his name as stated herein (or in the
name of his nominee) and a promissory note which is identical to the Note except
that it shall be in the principal amount of $3,575,000 and (b) the Investor will
deliver the Note to the Company for cancellation.
1.4 Registration Rights. After the Closing Date, the parties hereto
will negotiate in good faith the terms and conditions upon which the Company
will grant the Investor "shelf" and "piggyback" registration rights.
SECTION II. INVESTMENT REPRESENTATIONS.
The Investor represents that:
2.1 Investment Intent.
(a) The Shares being acquired by the Investor are being
acquired for investment for the Investor's own account and not with the view to,
or for resale in connection with, any distribution or public offering thereof.
The Investor understands that the Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws by reason of their contemplated issuance in transactions exempt
from the registration requirements of the Securities Act pursuant to Section
4(2) thereof and applicable state securities laws, and that the reliance of the
Company and others upon these exemptions is predicated in part upon this
representation by the Investor. The Investor further understands that the Shares
may not be transferred or resold without (i) registration under the Securities
Act and any applicable state securities laws, or (ii) an exemption from the
requirements of the Securities Act and applicable state securities laws.
(b) The Shares are only transferable pursuant to (a) a public
offering registered under the Securities Act or (b) pursuant to an exemption
from the registration requirements of the Securities Act and applicable state
securities or blue sky laws.
(c) Each certificate representing Shares shall be endorsed with
the following legend:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR WITH THE SECURITIES COMMISSION OF ANY STATE UNDER ANY
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THOSE SECURITIES LAWS.
2.2 Qualification, Etc. The Investor acknowledges that the Company
has made available to the Investor at a reasonable time prior to the execution
of this Agreement the opportunity to ask questions and receive answers
concerning the terms and conditions of the sale of securities contemplated by
this Agreement and to obtain any additional information (which the Company
possesses or can acquire without unreasonable effort or expense) as may be
necessary to verify the accuracy of information furnished to such Investor. Such
Investor (a) is able to bear
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the loss of his entire investment in the Shares, and (b) has such knowledge and
experience in financial and business matters that he is capable of evaluating
the merits and risks of the investment to be made by it pursuant to this
Agreement.
2.3 Accredited Investor. The Investor is an "accredited investor"
within the meaning of Rule 501 promulgated under the Securities Act.
SECTION III. FAIRNESS OPINION
As a condition to the purchase and sale of the Shares, the
Company shall have received an opinion from an investment banking firm that the
transactions contemplated hereby are fair to the Company and the stockholders of
the Company from a financial point of view.
SECTION IV. MISCELLANEOUS.
4.1 Amendments; Waiver and Consents. This Agreement may be amended
or modified, and the obligations of the Company and the Investor may be waived
only by the written consent of the Company and Investor. Any waiver or consent
may be given subject to satisfaction of conditions stated therein and any waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given.
4.2 Assignment. This Agreement may not be assigned by either party
hereto.
4.3 Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Agreement.
4.4 Entire Agreement. This Agreement contains the entire agreement
between the parties and supersedes any prior understandings, agreements or
representations by or between the parties, written or oral, which may have
related to the subject matter hereof in any way.
4.5 Governing Law. The internal law, without regard to conflicts
of laws principles, of the State of California shall govern all questions
concerning the construction, validity and interpretation of this Agreement and
the performance of the obligations imposed by this Agreement.
4.6 Counterparts. This Agreement may be executed concurrently in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Company and the Investor has caused this Agreement
to be executed by its duly authorized representative.
EASYRIDERS, INC.
By: /s/ J. Xxxxxx Fabregas
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Name: J. Xxxxxx Fabregas
Title: Chief Financial Officer
Investor:
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
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