EX-4.5
PURCHASE AGREEMENT
This AGREEMENT ("Agreement"), is made and entered into on the
date set forth below, by and between Platforms International
Corporation (hereinafter called PLFM"), an Oklahoma Corporation, and
DRTV Unit investment Trust (hereinafter called "DRTV"), a trust
formed under the laws of the State of California.
RECITALS
WHEREAS, DRTV desires to purchase stock and warrants in PLFM, and in
consideration of the mutual promises, covenants and agreements set
forth herein, the Parties hereto agree as follows:
ARTICLE 1
PURCHASE OF SHARES AND WARRANTS
1.01 Price, Terms and Completion Date: For each "block" of
transactions, under the terms of this Agreement DRTV will acquire
Three Million (3,000,000) shares and warrants of PLFM, as follows:
a. $250,00 cash for One Million (1,000,000) shares;
The "block" shall include the following:
b. Class "A" warrants - One Million (1,000,000) warrants with a
strike price of Thirty-three Cents ($0.33) and the exercise date
of September 30, 2000;
c. Class "B" warrants - One Million (1,000,000) warrants with a
strike price of Fifty Cents ($0.50) and the exercise date of
January 1, 2001;
d. Class "C" warrants - One Million (1,000,000) warrants with a
strike price of Seventy-one Cents ($0.71) and the exercise date
of April 30, 2001;
e. Class "D" warrants - One Million (1,000,000) warrants with a
strike price of One Dollar ($1.00) and the exercise date of July
31, 2001;
At the election of PLFM Management, the strike price may be
decreased, and/or the exercise date on the warrants may be
accelerated. Warrant holders shall have thirty (30) days to exercise
their warrants, unless extended in writing by management.
1.02 Delivery of shares and Warrants by PLFM. The transfer and
delivery of the aforementioned shares and warrants shall be delivered
within thirty (30) days of the "call" date or exercise date, whichever
occurs first. Delivery shall be made to the individual investors, or their
Trustees, of DRTV, a list of which shall be provided to PLFM by DRTV.
1.02 Further Assurances. At the Completion Date and from time to
time thereafter, PLFM shall execute such additional instruments and
take such other actions as DRTV may reasonably request to more effectively
transfer and/or assign the aforementioned shares and warrants of PLFM.
1.03 Future "Blocks" of Transactions. DRTV shall have the right but
not the obligation to purchase future "blocks" of transactions at
$250,000 for each "block" on or before June 30, 2000, not to exceed
an additional two blocks, unless mutually agreed to.
ARTICLE 2.
SIGNING
2.01 Signing Date. This Agreement shall be executed by the Parties
on May 11, 2000, unless extended in writing by the mutual agreement
of the parties.
ARTICLE 3.
REPRESENTATIONS, WARRANTIES, AND COVENANTS OF RMT
To the best of its ability, PLFM represents and warrants to and
covenants with DRTV as follows:
3.01 Status. PLFM is a duly organized, validly existing corporation
in good standing under the laws of the State of Oklahoma and has
taken all steps necessary to insure that the sale and/or resale of
shares set forth herein complies with all State and Federal Laws.
3.02 Undisclosed Liabilities. PLFM has no liabilities of any nature
except to the extent reflected or reserved in PLFM's latest balance
sheet. Between the Signing Date and the Completion Date of this
Agreement, there will not be any material changes in PLFM's financial
condition except as set fully disclosed as to the following: (i)
materially adverse financial liabilities; (ii) any damage,
destruction or loss of property, whether or not covered by insurance
other than in the ordinary course of business; (iii) any declaration
or payment of any dividend or other distribution in respect to PLFM's
shares, or any direct or indirect redemption, purchase or other
acquisition of any such shares; or (iv) any increase paid or agreed
to in the compensation, retirement benefits or other commitments to
employees of PLFM.
3.03 Litigation and Proceedings. There is no suit, action, legal or
administrative proceeding or pending, or to the knowledge of PLFM
threatened, against it which, if adversely determined, might
materially and adversely affect the financial condition of PLFM or
the conduct of its business, nor is there any decree, injunction or
order of any court, governmental department or agency outstanding
against PLFM.
3.04 Confidentiality. The Parties hereto and their representatives
will keep confidential any information which they obtain from each
other concerning the transactions set forth herein.
3.05 Title to Shares. PLFM warrants to the best of its ability that
the aforementioned shares are free and clear of any liens and
encumbrances, except those that have been disclosed in writing to DRTV.
3.06 Due Authorization. Execution of this Agreement has been duly
authorized by DRTV, and PLFM, respectively, and performance hereunder
will not violate any provision of the Articles of Incorporation,
Bylaws, agreements, or any other commitment of the respective companies.
ARTICLE 4
TERMINATION
4.01 Circumstances of Termination. This Agreement may be terminated
by (i) mutual consent of the Parties hereto in writing upon the
failure of any Party to perform as set forth herein; (ii) by any
Party to this Agreement if there has been a material breach of any
warranty or covenant by another Party; or (iii) by any Party to this
Agreement if the Completion Date shall not have taken place as set
forth herein unless extended in writing to a later date by mutual
consent of the Parties.
4.02 Effect of Termination. In the event of a termination of this
Agreement pursuant to the terms of this Agreement, each Party shall
pay the costs and expenses incurred by it in connection with this
Agreement and no Party or any of its officers, directors or employees
shall be liable to any other Party for any costs, expenses, damages,
or loss of anticipated profits.
ARTICLE 5
GENERAL PROVISIONS
5.01 Further Assurances. At any time and from time to time after the
Completion Date, each Party will execute such additional instruments
and take such action as may be reasonably requested by the other
Party to confirm or perfect title to any property transferred
hereunder or otherwise to carry out the intent and purposes of this Agreement.
5.02 Entire Agreement. This Agreement constitutes the entire
Agreement between the Parties and supercedes and cancels any other
agreement, representations, or communication, whether oral or
written, among the Parties hereto relating to the transactions
contemplated herein or the subject matter hereof.
5.03 Headings. The section and subsection heading in this Agreement
are inserted or convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
5.04 Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of California.
5.05 Understanding. The Parties hereto acknowledge that they have
read and understood this entire Agreement.
5.06 Facsimile Signatures. Any facsimile signature on this Agreement
shall be considered an original and shall have the full force and
effect as if it were in fact an original.
5.07 Effective Date. This Agreement shall become effective May 11,
2000, and may be extended upon mutual agreement in writing.
5.09 Each "block" of transactions may be completed before June 22,
2000 upon mutual consent of both parties including the exchange of cash.
WHEREFORE, the Parties hereto have affixed their signatures below.
DRTV Unit Investment Trust
Date: May 10, 2000 By: /s/ Xxx Xxxxxx
Xxx Xxxxxx, President & CEO
Platforms International Corporation
Date: May 10, 2000 By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Xxxxxxx X. Xxxxxx, Xx., CEO
