STOCK PURCHASE AGREEMENT
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Exhibit 10.7
This STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of June , 2002 by and among Van Nuys Studios, Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, with its principles offices at 00000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000, and the purchaser whose name and address is set forth on the signature page attached hereto (the "Purchaser"), with reference to the following.
WHEREAS, the Company desires to issue and sell to the Purchaser, and the Purchaser desires purchase from the company, unregistered shares of the Company's common stock, par value $.001 per share (the "Common Stock");
WHEREAS, the company has authorized the issuance and sale of an aggregate of 2,000,000 shares of Common Stock at a purchase price of $.10, subject to the terms and conditions of this agreement;
NOW, THEREFORE, in consideration of the conditions and promises herein contained, the parties hereto agree as follows:
1. SALE AND ISSUANCE OF COMMON STOCK.
- (a)
- The
Purchaser agrees to purchase from the Company and the Company agrees to sell and issue to the Purchaser the aggregate of the number of shares of Common Stock listed below such
Purchaser's name on the signature page attached hereto at a price of $0.10 per share (the "Shares").
- (b)
- The
purchase and the sale of the Common Stock (the "Closing") shall take place at 10:00 a.m. on the date of this Agreement at the offices of Xxxxxx & Xxxxxxxxxx,
00000 Xxxxxxxx Xxxx., Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 or at such other places as the company and the Purchaser shall mutually agree.
- (c)
- At the Closing, the Company shall deliver to Purchaser a certificate representing the Shares and Purchaser shall deliver to the company the aggregate purchase price listed below such account as designated in, and in accordance with, the payment instructions attached hereto as Exhibit A, or such other form as the parties shall mutually agree.
2. REPRESENTATIONS AND WARRANTIES OF COMPANY
The Company represents and warrants to the purchaser as follows:
- 1.
- Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as now conducted and as
presently proposed to be conducted, to execute and deliver this Agreement and to issue and sell the Common Stock.
- 2.
- Authorization. All corporate action on the part of the Company necessary for the authorization, execution and delivery by the Company of this Agreement, the performance of all obligations of the Company hereunder including but not limited to the authorization, issuance (or reservation for issuance), sale and delivery of the Common Stock has been taken and this Agreement constitutes valid and legally binding obligations of the Company, enforceable in accordance with their respective terms expect (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
- 3.
- Valid Issuance of Common Stock. The Common Stock that is being purchased hereunder, when issued, sold and delivered by the in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws.
affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) to the extent that the indemnification provisions contained in Section 4 herein may be limited by applicable laws.
3. REPRESENTATIONS AND WARRANTIES OF PURCHASER
The Purchaser represents and warrants to the Company as follows:
- 1.
- No Representations or Warranties. The Purchaser confirms that neither the Company nor any of its authorized agents has
made any representation or warranty to the purchaser about the Company or the Common Stock other than those set forth in this Agreement, and that such Purchaser has not relied upon any other
representation or warranty, express or implied, in purchasing the Common Stock.
- 2.
- Financial Situation. The Purchaser is an "accredited investor" as that term is defined in Securities and Exchange
Commission Rule 501 of Regulation D of the Securities Act of 1993, as amended and presently in effect. The Purchaser has adequate means of providing for such Purchaser's current needs
and possible personal contingencies, and has no need for liquidity of such Purchaser's investment in the Company, such purchaser can bear the economic risk of losing such Purchaser's entire investment
herein, such Purchaser has knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the relative risks and merits of this investment, and such Purchaser
is capable of evaluating the relative risks and merits of this investment, and such Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to such
Purchaser's net worth and the investment made hereby will not cause such overall commitment to become excessive.
- 3.
- Common Stock Not Registered. The Purchaser understands that the Common Stock has not been registered under the Securities
Act or qualified under any state securities laws in reliance on exemptions from registration provided thereunder, and further understands that such Purchaser is acquiring the Common Stock without
being furnished any literature or prospects.
- 4.
- Purchase for Own Account. The Purchaser is purchasing the Common Stock for such Purchaser's own account, for
long-term investment, and not with a view to, or for sale in connection with, the distribution thereof. The Purchaser has no present intention of selling, granting any participation in, or
otherwise distributing the Common Stock within the meaning of Section 2 (11) of the Securities Act. The Common Stock will not be resold without registration under the Securities Act and
qualification under the securities laws of all applicable states, unless such sale would be exempt therefrom.
- 5.
- Opportunity to Ask Questions and to Review Documents, Books and Records. During the course of the transaction contemplated by this Agreement, and before purchasing the Common Stock, the Purchaser has had the opportunity (i) to be provided with financial and other written information about the Company, (ii) to ask questions and receive answers concerning the terms and finances, (iii) to review all documents, books and records of the company and (iv) to review all documents, registration statements and prospectuses publicly filed by the
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- 6.
- Pre-Existing Relationship and/or Sophistication. The Purchaser represents that such Purchaser either has a
pre-existing business relationship with the Company or any of it's officers, directors or controlling persons, or that by reason of such Purchaser's business or financial experience of
such Purchaser's professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, such Purchaser has
the capacity to protect such Purchaser's own interest in connection with the transactions contemplated by this Agreement.
- 7.
- Risk Associated with Investment. The Purchaser acknowledges and is aware that:
- (i)
- The
Company has limited financial or operating history and that the Common Stock is a speculative investment which involves a high degree of risk of loss by the
Purchaser of such Purchase's entire investment in the Company.
- (ii)
- No
federal or state agency has made any finding or determination as to the fairness of the offering of the Common Stock for investment or any recommendation or
endorsement offering; and
- (iii)
- It
never has been represented, guaranteed or warranted to such Purchaser by the Company, its agents, or employees or any other person, expressly or by implication, any
of the following: (1) the approximate or exact length of that time such Purchaser will be required to remain as owner of the Common Stock; (2) the profit or return, if any, to be
realized as a result of the Company's venture; and (3) that the past performance or experience on the part of the Company or any affiliate, its agents, or employees or of any other person, will
in any way indicate the predictable results of the ownership of the Common Stock or the overall Company venture
- 8.
- Investment Risks. The Purchaser has been informed and understands and agrees as follows: (i) an investment in the
Company is a speculative investment with high degree of risk of loss and such Purchaser must, therefore, be able to presently afford a complete loss of this investment; (ii) such Purchaser must
be able to hold the Common Stock indefinitely due to substantial restrictions on the transferability of the Common Stock and the fact that there is no public market for resale of the Common Stock; and
(iii) it may not be possible to liquidate the Common Stock and the case of emergency and/or other need and such Purchaser must, therefor, have adequate means of providing for such Purchaser's
current and future needs and personal contingencies and have no need for liquidity in this investment. Such Purchaser has evaluated such Purchaser's financial resources and investment position in view
of the foregoing, and is able to bear the economic risk of this investment.
- 9.
- No Advertising. To the best of the Purchaser's knowledge and belief the offer and sale of the Common Stock was not
accomplished by the publication of any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television, radio or the internet;
nor was the offer and sale of the Common Stock accomplished through any seminar or meeting to which such Purchaser was invited by and any such publication or advertisement.
- 10.
- Authorization. The Purchaser represents that such Purchaser is at least twenty one (21) years of age, has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. The Purchaser further agrees that upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binging obligation of the Purchaser enforceable in accordance with its terms,
Company. The Purchaser has, to the extent such Purchaser has availed himself of this opportunity, received satisfactory information and answers.
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- 11.
- No Material Changes. The Purchaser has no reason to anticipate any changes in such Purchaser's personal circumstances,
financial or otherwise, which may cause or require any sale or distribution by such Purchaser of all or any part of the Common Stock purchased pursuant hereto.
- 12.
- Legend. The Purchaser understands and agrees that the certificate representing the Common Stock shall bear a legend
similar to the following:
- THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION ("THE COMMISSION") UNDER XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1993, AS AMENDED (THE "SECURITIES ACT"), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION
AFFORDED BY THE SECURITIES ACT AND/OR RULES PROMULGATED BY THE COMMISSION PURSUANT THERETO. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE ALSO NOT BEEN REGISTERED OR QUALIFIED (AS THE CASE
MAY BE) UNDER THE SECURITIES LAWS OF ANY STATES OR TERRITORY OF THE UNITED STATES ("THE BLUE SKY LAWS"), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION (AS THE CASE
MAY BE) AFFORDED UNDER SUCH SECURITIES REGULATORY AGENCY OF ANY STATE OR TERRITORY OF THE UNITED STATES HAS REVIEWED OR PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING CONTEMPLATED BY THIS
CERTIFICATE, AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES HAVE BEEN ACQUIRED FOR THE HOLDER'S OWN ACCOUNT FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW FOR RESALE
OR DISTRIBUTION.
- The Purchaser understands that the foregoing representations and warranties are to be relied upon by the company as a basis for exemption of the sale of the Common Stock under the Securities Act and under the securities laws of all applicable states and for other purposes. The purchasers warrants that information provided to the Company by such Purchaser is true and correct as of the date hereof, and the Purchaser agrees to advise the Company, Prior to the execution of this Agreement, of any material change in any such information.
except as enforce ability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium may be subject to general principles of equity (regardless of whether such enforce ability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 4 hereof may be legally unenforceable.
13. INDEMNIFICATION.
The Purchaser acknowledged that such Purchaser understands the meaning and legal consequences of the representations, warranties and agreements contained in this Agreement, that the Company and Escrow Agent are relying on the accuracy of the representations, warranties and agreements by him as contained herein, and that such Purchaser would not be permitted to purchase the Common Stock if any representation or warranty were known to be materially false. Accordingly, the Purchaser hereby agrees to indemnify and hold harmless the Company and its Escrow Agent from and against any and all loss damage, liability, cost or expense, including attorney's fees, due to arising from a breach of any representation, warranty or agreement contained in or pertaining to this Agreement.
The Company acknowledges and agrees that the Escrow Agent is relying entirely on the accuracy of the statements of the Company, as represented by the Company, both directly to the Escrow Agent and indirectly through this Agreement and accordingly hereby agrees to indemnify and hold harmless the Escrow Agent from and against any and all loss, damage, liability, cost or expenses, including
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attorney's fees, due to or arising from a breach of any representation, warranty or agreement contained in or pertaining to this Agreement.
14. MARKET STAND-OFF OBLIGATIONS.
- (a)
- General.
To the extent requested by the company or any underwriter of securities of the Company in connection with a firm commitment underwriting, the Purchaser shall not transfer any
Common Stock not included in such underwriting, or not previously registered pursuant to a registration statement filed under the Securities Act, during the period requested by the Company and the
underwriter following the effective date of the registration statement filed with the Commission.
- (b)
- Legend. To facilitate compliance with the terms of this section, the Company shall have the right to place a legend, reasonably determined appropriate by the Company, on the share certificate or certificates for the Common Stock.
15. MISCELLANEOUS.
(a) Interpretation.
- (i)
- Survival. All representations and warranties made by any party in connection with any transaction contemplated by this
Agreement shall survive the execution and delivery of this Agreement, the performance or consummation of any transaction described in this Agreement, and the termination of this Agreement.
- (ii)
- Entire Agreement/No Collateral Representations. Each party expressly acknowledges and agrees that this Agreement
(1) is the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter of it; (2) supersedes any prior or contemporaneous agreements,
understandings, or course of dealing; and (3) may not be varied supplemented or contradicted by evidence of prior agreements, or by evidence of subsequent oral agreements.
- (iii)
- Amendment; Wavier; Forbearance. Except as expressly otherwise provided herein, neither this Agreement nor any of the
terms, provisions, obligations or rights contained herein may be amended, modified, supplemented, augmented, rescinded, discharged or terminated (other than by performance), except by a written
instruments signed by all of the parties to this Agreement. No wavier of any breach of any term, provision or Agreement herein contained, or of the performance of same, shall be effective and binding
unless such wavier shall be in a written instrument or instruments signed by each party claimed to have given or consented to such wavier and each party affected by such wavier.
- (iv)
- Remedies Cumulative. The remedies of each party under this Agreement are cumulative and shall not exclude any other
remedies to which such party may be lawfully entitled.
- (v)
- Severability. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be determined to be invalid, illegal or unenforceable under present or future laws effective during the term of this Agreement, then and, in that event: (1) the performance of the offending term or provision (but only to the extent its application is invalid, illegal or unforceable) shall be excused as if it had never been incorporated into this Agreement, such excused provision as may be possible and be legal, valid and enforceable, and (2) the remaining part of this Agreement (including the application of the offending term or provision to persons or circumstances other shall continue in full force and effect to the fullest extent provided by law.
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- (vi)
- Headings; References; Incorporation; Person Gender. The headings used in this Agreement are for convenience and
reference purposes only, and shall not be used in construing or interpreting the scope or intent of this Agreement or any provision hereof. Reference to this Agreement shall included all amendments or
renewals thereof.
- (vii)
- Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original,
but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other
parties.
- (b)
- Enforcement.
- (i)
- Applicable Law. This Agreement and the rights and remedies of each party arising out of or relating to this Agreement
(including, without limitation, equitable remedies) shall be solely governed by, interpreted under, and construed and enforced in accordance with the laws (without regard to the conflicts of law
principles thereof) of the State of California, as if this Agreement were made, and as if its obligations are to be performed, wholly within the State of California.
- (ii)
- Consent to Jurisdiction. Any and all proceedings resulting from or arising out of a controversy or claim relating to
this Agreement or the breach thereof, shall be held exclusively in the County of Los Angeles in the State of California, and the parties hereto expressly consent to hold themselves subject to such
jurisdiction for the purposes of any and all such proceedings.
- (c)
- Assignment and Delegation; Successors and Assigns.
- (i)
- Prohibition Against Assignment or Delegation. Except as specifically provided in this Agreement, neither the Company nor
the Purchaser may sell, license, transfer or assign (by operation of law or otherwise) any of such party's rights or interest in this Agreement or delegate such party's duties or obligations under
this Agreement, in whole or in part, without the prior written consent of the party, which consent may be withheld in such other party's sole discretion.
- (ii)
- Successors and Assigns. Subject to the foregoing, all of the representations, warranties, covenants, conditions and
provisions of this Agreement shall be binding upon and shall inure to the benefit of each party and such party's respective successors and permitted assigns.
- (d)
- Escrow Agent. All fees and expenses incurred by the escrow Agent shall be paid by the Company. The Escrow Agent is hereby
instructed to receive (i) the purchase price of the investment to be deposited by the Purchaser at the Closing and held in Escrow Account; (ii) the validly issued certificate of Common
Stock described in Section 1(c) herein; and (iii) original or copies of signature pages of this Agreement. At the Closing, the Escrow Agent shall release (x) the deposited
funds along with original or copies of the signature pages to this Agreement to the Company; and (y) the certificate of Common Stock along with copies of the signature pages to
this Agreement to the Purchaser.
- (e)
- Reliance by Escrow Agent. The Escrow Agent may conclusively rely on, and shall be protected when it acts in good faith upon, any statement, certificate, notice, request, consent, order or other document and its sole responsibility shall be to act only as set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit, or proceeding in connection with this Agreement unless it is indemnified to its satisfaction and such indemnification is memorialized in an Indemnification Agreement, mutually agreed upon by both the Escrow Agent and the indemnifying party. The Escrow Agent shall not be liable for any action taken or omitted, if such action shall be taken or committed, in good faith or
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- (f)
- Notices. Unless otherwise specifically provided in this Agreement, all notices, demands, request, consents, approvals or other communications (collectively and severally called "Notices") required or permitted to be given hereunder, or which are given with respect to this Agreement shall be in writing, and shall be given by (I) personal delivery (which form of Notice shall be deemed to have been given upon delivery), (ii) by telegraph or by private airborne/overnight delivery services postage prepaid (which form of Notice shall be deemed to have been given upon confirmed delivery by the delivery agency), (iii) by electronic or facsimile or telephonic transmission, provided the receiving party has a compatible device or confirms receipt thereof (which form of Notice shall be deemed delivered upon confirmed transmission or confirmation of receipt), or (iv) by mailing in the United State mail by registered or certified mail, return requested, postage prepaid (which shall be deemed to have been given upon the 5th business day following the date mailed).
upon advise of counsel. In performing any of its duties hereunder, the Escrow Agent shall not incur any liability to anyone for damages, losses, or expenses except for its willful misconduct or gross negligence. All monies held pursuant to this Agreement shall constitute custodial funds. The escrow Agent shall not be liable for any interest incurred or accrued on either the purchase price or the shares.
Such Notices shall be addressed as follows:
- (i)
- Of
to the Company
- Van
Nuys Studios, Inc.
000000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000 - With
a copy to:
- Xxxxxx &
Xxxxxxxxx
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
AttnL Xxxxxx Xxxxx, Esq. - (ii)
- If
to Purchaser:
- See Signature Page Attached hereto.
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| COMPANY: | |||
VAN NUYS STUDIOS, INC. |
|||
By: |
/s/ XXXX XXXX Xxxx Xxxx Its CEO |
||
[SIGNATURES CONTINUED ON NEXT PAGE]
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[SIGNATURE PAGE TWO]
PURCHASER:
Name of Purchaser (Individual or Institution) |
Name of Individual representing Purchaser (If an institution) |
|
Title of Individual representing Purchaser (if an Institution) |
Signature of Individual Purchaser or Individual representing Purchaser |
|
Address: |
||
Telephone: |
| Numbers of Shares to be Purchased |
Price Per Share in Dollars |
Aggregate Purchase Price |
||||
|---|---|---|---|---|---|---|
| $ | $ | |||||
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Xxxxxx & Xxxxxxxxxx, located at 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (the "Escrow Agent") has been appointed as the Escrow Agent for the sale of Shares pursuant to the attached Agreement. All Agreements and any tender funds should be delivered to the Escrow Agent, attention Xx. Xxxxxx Xxxxx, at the above address. Any tendered funds should be in the form of a check, enclosed with the Agreement and made payable to "Manhattan West, Inc." All tendered funds received in connection with this Agreement will be deposited into the Escrow Agent's trust account.
The Purchaser will receive no additional Common Stock or other consideration for the foregoing interest.
The Escrow Agent is only acting in that capacity as an accommodation for the Company in connection with this Agreement. The Escrow Agent shall not be presumed or construed, by implication or otherwise, to be acting as legal counsel to any of the Purchasers of Common Stock, hereunder. In Addition, the Escrow Agent does not and has not endorsed, recommended or guaranteed the purchase or value of the Common Stock offered hereby.
The purchase Shares pursuant to this Agreement, each Purchaser must provide the following to our Escrow Agent:
- 1.
- Complete,
sign and date the signature pages of the Stock Purchase Agreement.
- 2.
- Make your check payable to: Manhattan West, Inc.
Or
- if you are using wire transfer to pay for the Shares use the following wiring Instructions:
Account Name: Manhattan West, Inc.
ABA Routing Number: 000000000
Account Number: 153491810195
| Bank Name: | XX Xxxx Xxxxxxxxxxxx Xxxxxx Xxxxx Xxxxxx, XX 00000 |
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STOCK PURCHASE AGREEMENT
RECITALS
AGREEMENT
[SIGNATURES CONTINUED ON NEXT PAGE]
[SIGNATURE PAGE TWO] PURCHASER
EXHIBIT A
Escrow Agent and Agreements
HOW TO PURCHASE SHARES
