EXHIBIT 10.24
AGREEMENT
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(19% Interests)
THIS AGREEMENT is made as of the 6th day of November, 1996, by and between
XXXXX X. XXXXX ("Xxxxx"), and XXXXX INTERNATIONAL NETWORKS, LTD, a Colorado
corporation ("Buyer").
RECITALS
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X. Xxxxx own 1,196 shares of each of the Class A Common Stock, $.01 par
value per share, and Class B Common Stock, $.01 par value per share, of Xxxxx
Infomercial Networks, Inc., a Colorado corporation, and 1,900 shares of each of
the Class A Common Stock, $.01 par value per share, and Class B Common Stock,
$.01 par value per share, of Great American Country, Inc., a Colorado
corporation, (hereinafter collectively referred to as the "Shares").
X. Xxxxx desires to sell the Shares to Buyer, and Buyer desires to
acquire said shares from Xxxxx in exchange for the issuance of shares of the
Buyer, upon the terms and conditions set forth in this Agreement.
C. The transaction described in this Agreement shall be subject to, and
effective immediately prior to, the consummation of Buyer's initial public
offering of shares of Class A Common Stock under the Securities Act of 1933,
which offering is the subject of Registration No. 333-15657 (the "Registration
Statement").
AGREEMENT
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In consideration of the mutual promises contained in this Agreement and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. The Exchange. Subject to the terms and conditions set forth in this
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Agreement, Xxxxx shall sell, convey, assign, transfer and deliver to Buyer, and
Buyer shall acquire from Xxxxx, all of the Shares free and clear of all security
interests, liens, pledges, claims, charges and encumbrances.
2. Consideration. In consideration for the Shares, Buyer shall issue
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333,333 shares of Buyer's Class A Common Stock (the "Buyer's Stock") to Xxxxx;
provided that such number shall be adjusted, by agreement, in the event that the
Buyer's initial public offering (Registration Statement No. 333-15657) is at an
initial offering price other than $12.00 per share, or if the stock split
described in the prospectus of such public offering is done on a basis other
than 220 for 1.
3. Xxxxx' Representations. Xxxxx hereby represents and warrants to Buyer
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that:
(a) This Agreement is a valid and binding obligation of Xxxxx,
enforceable against him in accordance with its terms.
(b) Xxxxx has good title to the Shares held by him free and clear of
all security interests, liens, pledges, charges and encumbrances of every kind.
(c) The execution and delivery of this Agreement by Xxxxx will not
violate any provision of law and will not, with or without the giving of notice
or the passage of time, conflict with or result in any breach of any of the
terms or conditions of, or constitute a default under, any mortgage, agreement
or other instrument to which Xxxxx is a party or by which Xxxxx is bound. The
execution, delivery and performance of this Agreement by Xxxxx will not result
in the creation of any security interest, lien, pledge, charge or encumbrance
upon the Shares owned by Xxxxx.
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4. Buyer's Representations. Buyer hereby represents and warrants to
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Xxxxx that:
(a) The execution and delivery of this Agreement and the issuance of
the Buyer's Stock have been duly and validly authorized and approved by all
necessary action of Buyer. This Agreement is a valid and binding obligation of
Buyer, enforceable against it in accordance with its terms.
(b) The execution and delivery of this Agreement by Buyer will not
violate any provision of law and will not, with or without the giving of notice
or the passage of time, conflict with or result in any breach of any of the
terms or conditions of, or constitute default under, any mortgage, agreement or
other instrument to which Buyer is a party or by which Buyer is bound.
Execution, delivery and performance of this Agreement by Buyer will not result
in the creation of any security interest, lien, pledge, charge or encumbrance
upon the Buyer's Stock.
5. Conditions Precedent to Buyer's Obligations. The obligations of Buyer
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under this Agreement are subject to the fulfillment of each of the following
conditions:
(a) All of the representations and warranties by Xxxxx contained in
this Agreement shall be true and correct in all material respects at and as of
the Closing Date. Xxxxx shall have complied with and performed all of the
agreements, covenants and conditions required by this Agreement to be performed
or complied with by it on or prior to the Closing Date.
(b) Xxxxx shall have delivered to Buyer such instruments, consents and
approvals as are necessary to transfer the Shares.
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6. Conditions Precedent to Xxxxx' Obligations. The obligations of Xxxxx
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under this Agreement shall be subject to the fulfillment of each of the
following conditions:
(a) Buyer shall have delivered the Consideration to Seller in
accordance with this Agreement.
7. Closing. The closing hereunder (the "Closing") shall be held in the
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offices of Xxxxx, 0000 X. Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, on such
date or dates as the parties hereto shall mutually agree (the "Closing Date").
At the Closing, all documents and other instruments and documents referred to or
contemplated by this Agreement shall be exchanged by the parties hereto, which
exchange shall be deemed effective between the parties as of the date first
above written.
8. Brokerage. Xxxxx represents and warrants to Buyer that Xxxxx will be
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solely responsible for, and pay in full, any and all brokerage or finder's fees
or agent's commissions or other like payment owing in connection with Xxxxx' use
of any broker, finder or agent in connection with this Agreement or the
transactions contemplated hereby. Buyer represents and warrants to Xxxxx that
Buyer will be solely responsible for, and pay in full, any and all brokerage or
finder's fees or agent's commissions or other like payment owing in connection
with Buyer's use of any broker, finder or agent in connection with this
Agreement or the transactions contemplated hereby. Each party hereto shall
indemnify and hold the other party hereto harmless against and in respect of any
breach by it of the provisions of this Paragraph.
9. Investment Representations. The Buyer's Stock has not been registered
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under the Securities Act of 1933, as amended, or under any state
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securities laws. Accordingly, Xxxxx understands and agrees that he is acquiring
the shares of the Buyer's Stock for investment and he may not sell, transfer, or
convey any interest in or to the Buyer's Stock unless the Buyer's Stock has been
registered under the Securities Act of 1933, as amended, and under any
applicable state securities laws, or unless suitable exemptions from such
registration are available. The certificate representing the Buyer's Stock shall
bear a legend to the foregoing effect and the share transfer records of Buyer
shall be noted to the same effect.
10. Miscellaneous.
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(a) Buyer shall have the right, upon notice to Xxxxx, to assign to its
rights and obligations hereunder to any affiliate of Buyer, or, subject to
Xxxxx' consent, to any other entity.
(b) This Agreement embodies the entire understanding and agreement
among the parties concerning the subject matter hereof and supersedes any and
all prior negotiations, understandings or agreements in regard thereto. This
Agreement shall be interpreted, governed and construed in accordance with the
internal laws of the State of Colorado. This Agreement may not be modified or
amended except by an agreement in writing executed by both Buyer and Xxxxx.
[EXECUTION PAGE FOLLOWS]
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IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first above written.
XXXXX X. XXXXX:
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/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
BUYER:
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XXXXX INTERNATIONAL
NETWORKS, LTD
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
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