EXHIBIT 10.1
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Exhibit 7B to SC 13D
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is entered into by and
between Zions First National Bank, a national banking association ("Zions") and
Atlas Management Partners, LLC, a Utah Limited Liability Company and its
affiliated persons (as that term is defined in the Investment Company Act of
1940), hereinafter collectively known as Atlas").
WHEREAS, Zions is the owner of approximately 804,689 common shares of
MACC Private Equity, Inc. ("MACC Shares"); and
WHEREAS, Atlas is desirous of purchasing from Zions all of the MACC
Shares at a dollar price of approximately $3,200,000; and
WHEREAS, Zions is willing to sell its MACC Shares to Atlas for
approximately $3,200,000;
NOW, THEREFORE, the parties agree as follows:
1. At a date and time mutually agreed upon by the parties, but in no
event later than September 30, 2003, Zions shall deliver to Atlas
all of the MACC Shares it owns (currently approximately 804,689
shares), and Atlas will pay to Zions, in cash or securities
acceptable to Zions, the sum of $3,200,000.
2. If the transaction is not completed on or before September 30,
2003, Zions has no further obligation to sell its MACC Shares to
Atlas and is free to sell its MACC Shares to another buyer.
3. Zions represents and warrants to Atlas that it is the true and
lawful owner of the MACC Shares and has not pledged or
hypothecated the MACC Shares for any purpose, and has the right to
sell the MACC Shares to Atlas.
4. Atlas acknowledges it has not relied on Zions for any information
or recommendation about MACC Private Equity, Inc. and it has
performed its own analysis of MACC Private Equity, Inc., and it
has performed or will perform such due diligence as it deems
necessary. Atlas' obligation to purchase the stock is subject to
completion of final due diligence, and Atlas may cancel this
Agreement prior to closing if its due diligence discovers
information unknown at the time of execution of this Agreement
which would have a negative impact on the value of the MACC
Shares.
5. This Agreement shall be governed by the internal laws of the State
of Utah.
6. Each party hereto agrees to indemnify the other party against all
claims, proceedings, losses, liabilities, costs and expenses
(including reasonable attorneys' fees) which each party may suffer
or incur arising out of or in connection with any breach by the
other party of any term of this Agreement.
7. No right or obligation under this Agreement may be assigned or
delegated by either party without the written consent of the
other, and this Agreement constitutes the entire understanding of
the parties, and may only be modified or amended in a writing
executed by the parties.
8. Any dispute, controversy or claim arising out of or based on the
terms of this Agreement shall be settled exclusively and finally
by binding arbitration in the State of Utah. Upon written demand
for arbitration by either party, the parties shall confer and
attempt in good faith to agree upon one arbitrator. If the
parties have not agreed upon an arbitrator within thirty (30)
days after receipt of such written demand, each party shall
appoint one arbitrator and those two arbitrators shall agree upon
a third arbitrator. Any arbitrator or arbitrators appointed as
provided herein shall be selected from panels maintained by, and
the binding arbitration shall be conducted in accordance with the
commercial arbitration rules of, the American Arbitration
Association (or any successor organization), and such arbitration
shall be binding upon the parties. Judgment upon an arbitration
award may be entered in any court having jurisdiction.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed this 30day of July, 2003.
Zions First National Bank
By: /s/ Xxxxx Xxxxxxxxx
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Its: Executive Vice-President
Atlas Management Partners, LLC
By: /s/ Xxxx Xxxxxx
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Its: Managing Member
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