xxxx of Louisiana ("Xxxxxx"),
in light of the following facts:
1. MEI is a development-stage communications company operating
primarily within the wireless cable and community television
industries; and
2. Xxxxxx is the owner of certain assets useful in the wireless cable
and community television industries; and
3. Xxxxxx desires to sell such assets in exchange for Common Stock
of MEI.
WITNESSETH:
THEREFORE, the agreement of the parties, the promises of each being
consideration for the promises of the other:
I. DEFINITIONS
Whenever used in this Agreement, the following terms shall have the
meanings set forth below:
(a) "Agreement" shall mean this Subscription Agreement and all exhibits
hereto or amendments hereof.
(b) "Xxxxxx" shall mean Xxxxx X. Xxxxxx, an individual resident of the State
of Louisiana.
(c) "MEI" shall mean Media Entertainment, Inc., a Nevada corporation with
offices in Baton Rouge, Louisiana.
(d) "Knowledge of MEI" or matters "known to MEI" shall mean matters
actually known to the Board of Directors or officers of MEI, or which
reasonably should be or should have been known by them upon reasonable
investigation.
(e) "Securities Act" shall mean the Securities Act of 1933, as amended, and
includes the rules and regulations of the Securities and Exchange
Commission promulgated thereunder, as such shall then be in effect.
(f) "Louisiana Act" shall mean the Securities Act of Louisiana, and includes
the rules and regulations of the Louisiana Securities Commission
promulgated thereunder, as such shall then be in effect.
Any term used herein to which a special meaning has not been ascribed shall
be construed in accordance with either (i) the context in which such term is
used, or (ii) the definition provided for such term in the place in this
Agreement at which such term is first used.
II. DISCLOSURES
MEI is a development stage company with no history of operations and
which has not yet begun to do business in its chosen field of endeavor. It
intends to operate as a holding company in the wireless cable and community
television industries, among other endeavors.
III. PURCHASE AND SALE
Xxxxxx hereby sells to MEI and MEI hereby buys from Xxxxxx all of the assets
set forth in Exhibit "A" attached hereto and incorporated herein by this
reference in consideration of 1,578,512 shares of the $.0001 par value
Common Stock of MEI, at the price set forth below, subject to all of the
terms and conditions set forth herein.
IV. PURCHASE PRICE - PAYMENT
Xxxxxx shall deliver to MEI assignments conveying each of the assets listed
in Exhibit "A" hereto, for a price of $1,826,873, payable by issuance and
delivery by MEI to Xxxxxx of 1,578,512 shares of the $.0001 par value
Common Stock of MEI, a consideration of $1.157 per share.
V. THE EXCHANGE
Xxxxxx agrees to deliver to MEI assignments conveying each of the assets
listed in Exhibit "A" hereto, wherein title in and to all of the assets is
transferred to MEI. Upon delivery of such assignments by Xxxxxx, XXX shall
deliver to Xxxxxx a certificate representing 1,578,512 shares of the $.0001
par
value Common Stock of MEI, properly executed and issued.
VI. REPRESENTATIONS AND WARRANTIES OF XXX
XXX represents and warrants to Xxxxxx:
(a) Organization and Corporate Authority. MEI is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Nevada. MEI has all requisite corporate power and authority,
governmental permits, consents, authorizations, registrations, licenses and
memberships necessary to own its property and to carry on its business in the
places where such properties are now owned and operated or such business
is being conducted.
(b) Issuance of the Common Stock. The shares of $.0001 par value
Common Stock of MEI to be issued hereunder, when issued and delivered in
accordance with this Agreement, will be duly and validly issued, fully paid
and non-assessable, and will be free and clear of any liens or encumbrances
and, to the knowledge of MEI, will be issued in compliance with applicable
state and federal laws.
(c) Compliance with Agreements. The execution and performance of this
Agreementwill not result in any violation or be in conflict with any
agreement to which MEI is a party.
(d) Authorization. All corporate action on the part of MEI and its officers,
directors and shareholders necessary for the authorization, execution and
delivery of this Agreement, for the performance of MEI's obligations
hereunder and for the issuance and delivery of the $.0001 par value Common
Stock of MEI. This Agreement, when executed and delivered, shall
constitute a legal, valid and binding obligation of MEI.
(e) Legality of Share Issuance. MEI warrants that the Common Stock to be
issued hereto will be legally issued without registration under the Securities
Act or the Louisiana Act pursuant to applicable exemptions from registration
thereunder.
VII. REPRESENTATIONS AND WARRANTIES OF XXXXXX
(a) Title to Assets. Xxxxxx owns each of the assets listed in Exhibit "A"
hereto, free and clear of adverse claims, liens or encumbrances.
(b) Legal Capacity. Xxxxxx is under no legal disability with respect to the
execution and performance of this Subscription Agreement.
(c) Investment Intent of Shareholder. Xxxxxx represents and warrants that
the
shares of MEI Common Stock acquired hereunder by Xxxxxx are being
purchased by him solely for his own account for investment purposes only
and not for the account of any other person and not for distribution,
assignment or resale to others.
(d) Restrictive Legend. Xxxxxx further consents to the placement of the
following legend, or a legend similar thereto, on the certificate or
certificates
representing shares of MEI Common Stock deliverable hereunder:
THESE SECURITIES HAVE BEEN ISSUED IN RELIANCE UPON THE
EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2)
OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE TRANSFERRED WITHOUT AN OPINION OF COUNSEL
SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT
ANY SUCH PROPOSED TRANSFER IS IN ACCORDANCE WITH ALL
APPLICABLE LAWS, RULES AND REGULATIONS.
VIII. MISCELLANEOUS
Survival of Covenants. Unless otherwise waived as provided herein, all
covenants agreements, representations and warranties of the parties made in
this Agreement and in the financial statements or other written information
delivered or furnished in connection therewith and herewith shall survive the
Exchange hereunder, and shall be binding upon, and inure to the benefit of,
the parties and their respective successors and assigns.
Governing Law. This Agreement shall be deemed to be a contract made
under, governed by and construed in accordance with the substantive laws of
the State of Louisiana.
Counterparts. This Agreement may be executed simultaneously in
counterparts, each of which when so executed and delivered shall be taken to
be an original; but such counterparts shall together constitute but one and
the
same documents.
Successors and Assigns. Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors or assigns of the parties hereto.
Entire Agreement. This Agreement, the other agreements and the other
documents delivered pursuant hereto and thereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
day and year first above written.
MEDIA ENTERTAINMENT, INC.
(a Nevada corporation)
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Vice President
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, individually
