Exhibit 1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of July 23, 2001 (this "Agreement"),
by and among TREMOR ENTERTAINMENT INC., a California corporation (the
"Purchaser"), on the one hand, and RAM VENTURE HOLDINGS CORP., a Florida
corporation ("RAM Holdings"), and KM FINANCIAL, INC., an Arizona corporation
("KM") (each of RAM Holdings and KM referred to individually as a "Seller" and,
collectively, as the "Sellers"), on the other hand.
RECITALS
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WHEREAS, RAM Holdings is the owner of One Million Five Hundred Thousand
(1,500,000) issued and outstanding shares (the "RAM Shares") of common stock,
par value $.001 per share ("Common Stock"), of New Systems, Inc., a Nevada
corporation (the "Company");
WHEREAS, KM is the owner of Three Hundred Thousand (300,000) issued and
outstanding shares (the "KM Shares") of Common Stock. The RAM Shares and the KM
Shares are collectively referred to as the "Shares"; and
WHEREAS, in contemplation of a merger (the "Merger") among the
Purchaser, the Company and a wholly-owned subsidiary of the Company (the "Merger
Subsidiary"), the Sellers desire to sell and transfer to the Purchaser, and the
Purchaser desires to purchase and acquire from the Sellers, the Shares, upon and
subject to the terms, provisions and conditions set forth below;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, the Purchaser and the Sellers agree as follows:
1. Purchase and Sale of Shares; Rescission Right.
1.1 Purchase and Sale; Grant of Proxy. Upon the terms and provisions
and subject to the conditions set forth in this Agreement, on the date hereof,
the Sellers hereby sell, transfer, convey, assign and deliver to the Purchaser,
and the Purchaser hereby purchases and acquires from the Sellers, the Shares,
free and clear of all liens, claims, pledges, charges, security interests,
options, calls, restrictions, prior assignments, proxies, voting agreements or
any other encumbrances or third party rights or equitable interests of any
nature whatsoever ("Liens"), excluding (a) the status of the Shares as
"restricted securities" ("Restricted Securities"), as such term is defined in
Rule 144 promulgated under the Securities Act of 1933, as amended (the "Act"),
and (b) the grant of the proxy to vote the Shares set forth below in this
Section 1.1. In connection with the foregoing, the Purchaser hereby grants to
RAM Holdings and to KM a proxy (the "Proxy") to vote the RAM Shares and the KM
Shares, respectively, in the name of the Purchaser at any meeting of
stockholders of the Company or in connection with any written consent of the
stockholders of the Company in lieu of a meeting thereof, which proxy shall
terminate automatically at the effective time of the Merger without any further
action on the part of any party hereto.
1.2 Purchase Price. As consideration in full for its acquisition of
the Shares, the Purchaser shall deliver to the Sellers the following
consideration (the "Purchase Price"):
(a) Five Thousand Dollars ($5,000) (the "Cash Portion"), by two
(2) checks delivered to the Sellers on the date hereof in the amounts set forth
on Schedule 1.2 annexed hereto;
(b) A deferred payment in the aggregate amount of Two Hundred
Fifty Thousand Dollars ($250,000), due September 24, 2001, without interest,
delivered to the Sellers in the amounts set forth on Schedule 1.2 annexed hereto
(the "First Deferred Payment"); and
(c) A second deferred payment, in the aggregate amount of Two
Hundred Fifty Thousand Dollars ($250,000), due December 24, 2001, without
interest, delivered to the Sellers in the amounts set forth on Schedule 1.2
annexed hereto (the "Second Deferred Payment" and, together with the First
Deferred payment, the "Deferred Payments").
The obligations of Tremor with respect to the Deferred Payments may
be satisfied by recourse to the Pledged Securities (as defined in Section
1.3(d)(iii) below) in accordance with and subject to the terms and provisions of
the Pledge Agreement (as defined in Section 1.3(d)(ii) below).
1.3 Closing Deliveries. The following steps are being taken
concurrently herewith:
(a) RAM Holdings is hereby delivering to the Purchaser
certificates representing the RAM Shares, duly endorsed in blank or accompanied
by stock powers duly executed in blank, with signatures guaranteed, sufficient
to transfer the RAM Shares to the Purchaser on the books of the Company, free
and clear of any and all Liens.
(b) KM is hereby delivering to the Purchaser certificates
representing the KM Shares, duly endorsed in blank or accompanied by stock
powers duly executed in blank, with signatures guaranteed, sufficient to
transfer the KM Shares to the Purchaser on the books of the Company, free and
clear of any and all Liens.
(c) The directors of the Company are tendering to the Purchaser
the irrevocable resignations of each director of the Company, which resignations
shall be held by the Purchaser and become effective at the effective time of the
Merger, unless otherwise agreed by the parties.
(d) The Purchaser is hereby delivering to RAM Holdings and to KM
the following:
(i) the Cash Portion, to be allocated between the Sellers in
the manner set forth on Schedule 1.2 annexed hereto; and
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(ii) the Non-Recourse Stock Pledge Agreement, dated the date
hereof, between RAM Capital Management ("RAM Capital") and RAM Holdings, on
behalf of the Sellers, in the form of Exhibit A annexed hereto (the "Pledge
Agreement").
(e) RAM Capital is delivering to RAM Holdings stock certificates
nos. CS 3657 through CS 3661, issued to RAM Capital, for an aggregate of five
million (5,000,000) shares of common stock, par value $.0001, of RAM Holdings
(the "Pledged Securities"), accompanied by a stock power duly executed in blank,
with signatures guaranteed, delivered pursuant to the Pledge Agreement.
1.4 Purchaser Rescission Right. Notwithstanding anything in this
Agreement to the contrary, in the event that either the Company or Merger
Subsidiary fails to satisfy, or causes not to be satisfied, any of the
conditions precedent contained in Section 7.2(a), (b), (e), (f), (g), (l), (n),
and (o) of the Merger Agreement, of even date herewith, among the Purchaser, the
Company and Merger Subsidiary, a form of which is annexed hereto as Exhibit B
(provided that such failure is not caused solely by an act of the Purchaser
after the date hereof, in its capacity as a stockholder of the Company), the
Purchaser shall have the option, in its sole and absolute discretion to rescind
the purchase of the Shares hereunder by written notice to the Company. If the
Purchaser exercises such right of rescission, (a) the Purchaser shall return the
certificates representing the Shares, with related stock powers, to the Sellers,
(b) the Purchaser's payment obligations hereunder shall terminate and the
Purchaser shall be unconditionally and irrevocably released from any and all
such payment obligations, (c) neither the Purchaser, on the one hand, nor the
Sellers, on the other hand, shall have any further liability or obligation to
the other hereunder, and (d) the parties hereto shall execute and deliver such
documentation and take such other actions as any party hereto shall reasonably
request, or as may otherwise be necessary or appropriate to effect the
foregoing; provided, however, that in consideration for the foregoing, the
Sellers shall be entitled to retain the Cash Payment.
2. Representations and Warranties of the Sellers. Each Seller,
severally and not jointly, hereby represents and warrants to the Purchaser as
follows:
2.1 Authority; Enforceability. Such Seller is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation. Such Seller has the corporate power and authority
to execute, deliver and perform this Agreement and all other agreements,
certificates and documents executed or delivered, or to be executed or
delivered, by such Seller in connection herewith (collectively, the "Seller
Documents"), and to consummate the transactions contemplated hereby and thereby.
The execution, delivery and performance of this Agreement and the other Seller
Documents by such Seller has been duly authorized by all necessary corporate
action on the part of such Seller. This Agreement and each of the other Seller
Documents have been duly executed and delivered by such Seller and this
Agreement and the Seller Documents constitute the legal, valid and binding
obligations of such Seller, enforceable against such Seller in accordance with
their respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights and by equitable principles of general application which may
limit the availability of certain remedies such as specific performance.
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2.2 No Conflict. The execution, delivery and performance of this
Agreement and the other Seller Documents by such Seller and the consummation of
the transactions contemplated hereby and thereby do not and will not (i) violate
or conflict with any provision of the charter, by-laws or other organizational
documents of such Seller; or (ii) violate, conflict with, result in a breach of
or constitute (with or without notice or lapse of time or both) a default under,
give rise to a right of termination, amendment or cancellation of, accelerate
the performance required by, or result in any payment under, any contract or
agreement (whether or not in written form), instrument or other writing of any
nature whatsoever ("Contract") to or by which such Seller is a party or is bound
or by which any of its properties or assets is subject; or (iii) violate,
conflict with or result in a breach of any Legal Requirement (as hereinafter
defined); or (iv) result in the creation of any Lien on any of such Seller's
Shares.
2.3 Litigation. There is no claim, action, suit, proceeding
(including, without limitation, arbitrations and alternative dispute resolution
proceedings) or governmental investigation before any court, arbitrator or
Governmental Entity or Regulatory Authority pending or, to the best knowledge of
such Seller, threatened, against such Seller or which relates to or arises out
of the transactions contemplated by this Agreement, nor does such Seller have
any knowledge of any reasonably likely basis or set of circumstances for any
such action, suit, proceeding, claim or investigation, the result of which could
prevent the sale of the Shares to the Purchaser hereunder.
2.4 Consents. No filing or registration with, notice to or
authorization, consent or approval or other action (including, without
limitation, the grant of any waiver) of any Governmental Entity or Regulatory
Authority or any other person or entity is required to be obtained by such
Seller in connection with (i) the sale to the Purchaser of such Seller's Shares
or (ii) the execution, delivery and performance of this Agreement and the other
Seller Documents and the consummation of the transactions contemplated hereby
and thereby.
2.5 No Material Adverse Change. To the knowledge of such Seller,
from March 31, 2001 to the date of this Agreement, there has been no material
adverse change in the business, operations, properties, assets, liabilities,
commitments, earnings, financial condition or prospects of the Company.
2.6 Ownership. Such Seller is the sole record and beneficial owners
of its Shares, free and clear of any and all Liens with respect to such Shares,
excluding the status of the Shares as Restricted Securities. Such Seller has all
legal right, title and authority to transfer its Shares to the Purchaser as
contemplated hereby. The assignment, transfer and delivery of the Shares owned
by such Seller to the Purchaser in accordance with Section 1 hereof will vest in
the Purchaser full right, title and interest in and to such Shares, free and
clear of all Liens other than (a) the status of the Shares as Restricted
Securities and (b) the rights of the Sellers pursuant to the grant of the Proxy.
2.7 Finders' and Brokers' Fees. Such Seller has not retained any
broker, finder or agent or agreed to pay any brokerage fee, finder's fee or
commission with respect to the transactions contemplated by this Agreement.
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2.8 Certain Definitions.
"Legal Requirement" of a person or entity means any statute,
rule, regulation or other provision of law, or any order, judgment or other
direction of a court, arbitration panel or other tribunal or any Governmental
Entity or Regulatory Authority (as hereinafter defined) or any other
requirement, permit, registration, license or Authorization (as hereinafter
defined) applicable to such person or entity, or to any of its properties,
assets or business, the violation of which would have a material adverse effect
on such person or entity.
"Governmental Entity or Regulatory Authority" means any court,
tribunal, arbitrator, executive or regulatory authority, tax authority, agency,
commission, official or other instrumentality of the United States of America,
any foreign country or any domestic or foreign state, county, city, municipality
or other political subdivision.
"Authorizations" means all licenses, permits, franchises,
approvals, authorizations, qualifications, concessions or the like, issued or
granted by any federal, state, local or foreign Governmental Entity or
Regulatory Authority or by any nongovernmental entity to any person or entity or
which in any way relate to the business, operations, activities, properties and
assets of such person or entity.
3. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Sellers as follows:
3.1 Authority; Enforceability. The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
California. The Purchaser has the corporate power and authority to execute,
deliver and perform this Agreement and all other agreements, certificates and
documents executed or delivered, or to be executed or delivered, by the
Purchaser in connection herewith (collectively, the "Purchaser Documents") and
to consummate the transactions contemplated hereby and thereby. The execution,
delivery and performance of this Agreement and the other Purchaser Documents by
the Purchaser have been duly authorized by all necessary corporate action on the
part of the Purchaser. This Agreement and each of the other Purchaser Documents
have been duly executed and delivered by the Purchaser and this Agreement and
each of the other Purchaser Documents constitute legal, valid and binding
obligations of the Purchaser, enforceable against the Purchaser in accordance
with their respective terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights and by equitable principles of general application
which may limit the availability of certain remedies such as specific
performance.
3.2 No Conflict. The authorization, execution, delivery and
performance by the Purchaser of this Agreement and the other Purchaser Documents
and the consummation of the transactions contemplated hereby and thereby do not
and will not (i) violate or conflict with any provision of the Purchaser's
Articles of Incorporation or By-Laws; (ii) violate, conflict with, result in a
breach of or constitute (with or without notice or lapse of time or both) a
default under, give rise to a right of termination, amendment or cancellation
of, accelerate the performance required by, or result in any payment under, any
Contract to or by which the Purchaser is a party or is bound, or by which any of
its properties or assets is subject; or
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(iii) violate, conflict with or result in a breach of any Legal Requirement
applicable to the Purchaser.
3.3 Litigation. There is no claim, action, suit, proceeding
(including, without limitation, all arbitrations and alternative dispute
resolution proceedings) or governmental investigation of or pending or, to the
best knowledge of the Purchaser, threatened against the Purchaser which relates
to the transactions contemplated by this Agreement, nor does the Purchaser have
any knowledge of any reasonably likely basis or set of circumstances for any
such action, suit, proceeding, claim or investigation, the result of which could
prevent the sale of the Shares to the Purchaser hereunder.
3.4 Consents. No filing or registration with, notice to, or
authorization, consent or approval of, or other action (including, without
limitation, the grant of any waiver) of any Governmental Entity or Regulatory
Authority or any other Person is required to be obtained by the Purchaser in
connection with (i) the purchase from the Seller of the Shares; and (ii) the
execution, delivery and performance of this Agreement and the other Purchaser
Documents and the consummation of the transactions contemplated hereby and
thereby.
3.5 Finders' and Brokers' Fees. The Purchaser has not, nor has
anyone on behalf of the Purchaser, retained any broker, finder or agent or
agreed to pay any brokerage fee, finder's fee or commission with respect to the
transactions contemplated by this Agreement.
3.6 Restricted Securities. The Purchaser acknowledges and
understands that the Shares have not been registered under the Act or the
securities laws of any state; that the Shares are being purchased for investment
purposes and not with a view to distribution or resale, nor with the intention
of selling, transferring or otherwise disposing of all or any part of the Shares
for any particular price, or at any particular time, or upon the happening of
any particular event or circumstances, except selling, transferring, or
disposing of the Shares in compliance with all applicable provisions of the Act,
the rules and regulations promulgated thereunder, and applicable state
securities laws; that such Shares must be held indefinitely unless they are
subsequently registered under the Act, or an exemption from such registration is
available; that the Shares are "restricted securities" as that term is defined
in Rule 144 promulgated under the Act, and that any sales of the Shares made in
reliance upon Rule 144 can be made only in the amounts and in accordance with
the terms and conditions of that Rule; that there is only a limited public
market for the Common Stock, and at any time the Purchaser wishes to sell the
Shares under Rule 144 of the Act there may be no public market upon which to
make such a sale and that, even if such a public market then exists, the
requirements of that rule may not be able to be met and that in such event, the
Purchaser would be precluded from selling the Shares under that Rule.
3.7 Investor Representations. The Purchaser acknowledges and
represents to the Sellers as follows:
(a) The Purchaser acknowledges that the purchase and sale of the
Shares under this Agreement is intended to be exempt from registration under the
Act by virtue of Section 4(2) of the Act.
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(b) The Purchaser has such knowledge and experience in financial,
tax and business matters so as to enable the Purchaser to utilize the
information made available to the Purchaser in connection with the Purchaser's
purchase of the Shares, to evaluate the merits and risks of an investment in the
Shares and to make an informed investment decision with respect thereto.
(c) The Purchaser has reviewed all of the Company's filings with
the SEC as the Purchaser has deemed necessary including, without limitation, the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2000, the
Company's Quarterly Report on Form 10-QSB for the quarter ended March 31 2001
and the Company's Current Report on Form 8-K filed with the SEC on March 21,
2001. The Purchaser has analyzed the risks attendant to an investment in the
Shares, has had the opportunity to review all documents and records pertaining
to the Company's business which are in the Company's possession and to ask
questions of, and receive answers from, the Company's management with respect to
the Company's operations, and has made its decision to invest in the Shares
based on its own analysis of the Company's business, financial condition,
results of operations and prospects. The undersigned understands that its
investment in the Shares involves a high degree of risk.
(d) The Purchaser is not an "accredited investor", as that term
is defined in Rule 501(a) of Regulation D of the Act.
(e) The Purchaser is acquiring the Shares solely for the
Purchaser's own account for investment and not with a view to resale or
distribution of any of the Shares.
(f) The Purchaser acknowledges that legends shall be placed on
the certificates evidencing the Shares to the effect that such shares of Common
Stock have not been registered under the Act or applicable state securities laws
and appropriate notations thereof will be made in the Company's stock books.
3.8 No Agency Review. The Purchaser acknowledges that no federal
(including, without limitation, the SEC) or state agency has recommended or
endorsed the purchase of the Shares or passed upon the adequacy or accuracy of
any information regarding the Company.
4. Indemnification.
4.1 Survival of Representations and Warranties. All representations,
warranties, covenants and agreements of the parties contained in this Agreement
or in any other document or instrument executed or delivered in connection
herewith shall survive the closing of the transactions, notwithstanding any
examination or investigation made by or on behalf of any party hereto.
4.2 Indemnification by the Seller. Each Seller, severally and not
jointly, shall indemnify and hold harmless the Purchaser, its directors,
officers, employees, agents, representatives, stockholders and controlling
parties and all of their successors and assigns (each a "Purchaser Indemnified
Person") from, and defend each of them from and against, and will pay each
Purchaser Indemnified Person for, any and all demands, claims, actions,
liabilities, losses,
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damages (including, without limitation, special, consequential and punitive
damages), costs, penalties and expenses (including, without limitation,
interest, costs of investigation and defense and the reasonable fees and
expenses of attorneys and other professionals and experts) (collectively,
"Losses") asserted against, imposed upon or incurred by any such Purchaser
Indemnified Person, directly or indirectly, resulting from or arising out of or
in connection with or relating to (a) any inaccuracy or breach of any
representation or warranty of such Seller contained herein; or (b) any breach of
any agreement, covenant or obligation of such Seller contained herein or in any
Seller Document.
4.3 Indemnification by the Purchaser. The Purchaser shall indemnify
and hold harmless the Sellers and each of their respective directors, officers,
employees, agents, representatives, stockholders and controlling parties and all
of their successors and assigns (each a "Seller Indemnified Person") from, and
defend each of them from and against, and will pay each Seller Indemnified
Person for, any and all Losses asserted against, imposed upon or incurred by any
such Seller Indemnified Person, directly or indirectly, resulting from or
arising out of or in connection with or relating to (a) any inaccuracy or breach
of any representation or warranty of the Purchaser contained herein or in any
other Purchaser Document; or (b) any breach of any agreement, covenant or
obligation of the Purchaser contained herein or in any other Purchaser Document.
4.4 Procedure for Indemnification.
(a) Promptly after receipt by an indemnified party of written
notice of the commencement against it by any third party of any action, suit or
proceeding, or written threat thereof, such indemnified party will, if a claim
is to be made against an indemnifying party under this Section 4, give notice to
the indemnifying party thereof. The indemnified party shall furnish to the
indemnifying party in reasonable detail the information possessed by the
indemnified party with respect to such indemnification claim.
(b) The indemnifying party shall have thirty (30) days after the
notice from the indemnified party to notify the indemnified party in writing of
its election to defend the third party claim or demand on behalf of the
indemnified party. If the indemnifying party elects to defend such third party
claim or demand, the indemnified party shall make available to the indemnifying
party all materials reasonably required for that purpose and shall otherwise
assist and cooperate with the indemnifying party in the defense of such third
party claim or demand, and so long as the indemnifying party is defending such
third party claim in good faith, the indemnified party shall not pay, settle or
compromise such third party claim or demand. If the indemnifying party elects to
defend such third party claim or demand, the indemnifying party shall have the
right to control the defense of such third party claim or demand, at the
indemnifying party's own expense. If the indemnifying party does not elect to
defend such third party claim or demand or does not defend such third party
claim or demand in good faith, the indemnified party shall have the right, in
addition to any other right or remedy it may have hereunder, at the indemnifying
party's expense, to defend such third party claim or demand.
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5. Miscellaneous.
5.1 Amendments. This Agreement may not be amended, supplemented or
modified, except by a written instrument signed by each of the parties hereto.
5.2 Waiver. No course of dealing of any party hereto, no omission,
failure or delay on the part of any party hereto in asserting or exercising any
right hereunder, and no partial or single exercise of any right hereunder by any
party hereto shall constitute or operate as a waiver of any such right or any
other right hereunder. No waiver of any provision hereof shall be effective
unless in writing and signed by or on behalf of the party to be charged
therewith. No waiver of any provision hereof shall be deemed or construed as a
continuing waiver, as a waiver in respect of any other or subsequent breach or
default of such provision, or as a waiver of any other provision hereof unless
expressly so stated in writing and signed by or on behalf of the party to be
charged therewith.
5.3 Governing Law; Jurisdiction.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO ANY OF ITS PRINCIPLES OF
CONFLICTS OF LAWS OR OTHER LAWS WHICH WOULD RESULT IN THE APPLICATION OF THE
LAWS OF ANOTHER JURISDICTION. THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED
WITHOUT REGARD TO ANY PRESUMPTION AGAINST THE PARTY CAUSING THIS AGREEMENT TO BE
DRAFTED. EACH OF THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES THE
RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE
PARTIES UNCONDITIONALLY AND IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION
OF THE COURTS OF THE STATE OF FLORIDA LOCATED IN BROWARD COUNTY AND THE FEDERAL
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA WITH RESPECT TO ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY, AND EACH OF THE PARTIES HEREBY UNCONDITIONALLY
AND IRREVOCABLY WAIVES ANY OBJECTION TO VENUE IN BROWARD COUNTY OR SUCH
DISTRICT, AND AGREES THAT SERVICE OF ANY SUMMONS, COMPLAINT, NOTICE OR OTHER
PROCESS RELATING TO SUCH SUIT, ACTION OR OTHER PROCEEDING MAY BE EFFECTED IN THE
MANNER PROVIDED IN SECTION 5.4.
5.4 Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to be delivered and received by the intended
recipient as follows: (a) if personally delivered, on the business day of such
delivery (as evidenced by the receipt of the personal delivery service); (b) if
mailed certified or registered mail return receipt requested, five (5) business
days after being mailed; or (c) if delivered by overnight courier (with all
charges having been prepaid), on the business day of such delivery (as evidenced
by the printed confirmation of delivery generated by the sending party's
telecopier machine). All such notices
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and other communications will be sent to the following addresses or facsimile
numbers as applicable:
if to the Purchaser, to:
Tremor Entertainment, Inc.
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attn: President
Fax Number: (000) 000-0000
with a copy to:
Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP
The Chrysler Building
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxx Xxxxxxxx, Esq.
Fax Number: (000) 000-0000
if to RAM Holdings, to:
RAM Venture Holdings Corp.
0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Attn: ___________
Fax Number: ____________
with a copy to:
Xxxxx X. Xxxxxx, P.A.
2300 Glades Road
Suite 000
Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxx Xxxxxx, Esq.
Fax Number: (000) 000-0000
if to KM, to:
KM Financial, Inc.
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Attn: ____________
Fax Number: ____________
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5.5 Entire Agreement. This Agreement (together with the Schedules
hereto), and the agreements and documents delivered pursuant to this Agreement,
constitute the entire understanding and agreement of the parties with respect to
the subject matter hereof, and collectively supersede all other prior and/or
contemporaneous negotiations, commitments, agreements and understandings,
whether written or oral, among the parties with respect to the subject matter
hereof, all of which are merged herein.
5.6 Further Assurances. Each party hereto covenants and agrees
promptly to execute, deliver, file or record such agreements, instruments,
certificates and other documents and to perform such other and further acts as
any other party hereto may reasonably request or as may otherwise be necessary
or proper to consummate and perfect the transactions contemplated hereby.
5.7 Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void, or unenforceable, then (a) such provision, covenant or
restriction shall be construed by limiting and reducing it so as to be
enforceable to the fullest extent permitted under applicable law and shall
thereupon be enforced as so limited and reduced and (b) the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
5.8 Assignment. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this Agreement nor any
of the rights, interest or obligations hereunder shall be assigned by any of the
parties hereto without the prior written consent of the other parties. This
Agreement is not intended to confer upon any other person except the parties
hereto any rights or remedies hereunder.
5.9 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which when executed shall be deemed to be an original, and
all of which, when taken together, shall constitute one and the same document.
This Agreement shall become effective when one or more counterparts, taken
together, shall have been executed and delivered by all of the parties.
5.10 Headings. The section headings contained in this Agreement are
inserted for reference purposes only and shall not in any way affect the
meaning, construction or interpretation of this Agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned have executed this Stock
Purchase Agreement as of the day and year first written above.
PURCHASER:
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TREMOR ENTERTAINMENT INC.
By:
------------------------------------------
Name:
Title:
SELLERS:
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RAM VENTURE HOLDINGS CORP.
By:
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Name:
Title:
KM FINANCIAL, INC.
By:
-----------------------------------------
Name:
Title:
-12-
EXHIBIT A
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FORM OF NON-RECOURSE STOCK PLEDGE AGREEMENT
-------------------------------------------
[ATTACHED]
EXHIBIT B
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MERGER AGREEMENT
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[ATTACHED]
SCHEDULE 1.2
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ALLOCATION OF PURCHASE PRICE
----------------------------
I. Cash Portion (Section 1.2(a))
-----------------------------
RAM Holdings: $4,167
KM: 833
------
TOTAL: $5,000
II. Deferred Payments (Section 1.2(b), (c))
---------------------------------------
A. Deferred Payment Due September 24, 2001:
RAM Holdings: $208,333
KM: 41,667
--------
TOTAL: $250,000
B. Deferred Payment Due December 24, 2001:
RAM Holdings: $208,333
KM: 41,667
--------
TOTAL: $250,000
