STOCK PURCHASE AGREEMENT
THIS
STOCK PURCHASE AGREEMENT
(this
“Agreement”), made this 4th
day of
August, 2006, between Multiband Corporation, a Minnesota corporation (“Seller”)
and Lantern Advisers, LLC, a Minnesota limited liability company
(“Buyer”).
WHEREAS,
at the
time of Closing, Seller owns approximately fifty-one percent (51%) of the issued
and outstanding capital stock in URON, Inc., a Minnesota corporation (the
“Company”); and
WHEREAS,
this
Agreement contemplates a transaction in which Buyer will purchase from Seller,
and Seller will sell to Buyer, a portion of the issued and outstanding capital
stock of the Company, on the terms and subject to the conditions of this
Agreement.
NOW,
THEREFORE,
in
consideration of the mutual covenants and undertakings contained herein, and
subject to and on the terms and conditions set forth herein, Seller and Buyer
(the “Parties”) hereby agree as follows:
ARTICLE
I
PURCHASE
AND SALE OF SHARES
1.1
Purchase
and Sale.
Buyer
agrees to purchase and accept delivery from Seller, and Seller agrees to sell,
assign, transfer and deliver to Buyer Two Million Three Hundred Eighty Three
Thousand Ninety Eight (2,383,098) shares (the “Shares”) of the common stock of
the Company (the “Common Stock”), free and clear of all security interests or
restrictions, at the Closing (as hereinafter defined).
1.2 Consideration.
In
consideration for the Shares, Buyer will deliver to Seller Seventy-Five Thousand
and 00/100 Dollars ($75,000.00) in immediately available funds at the Closing,
which amount constitutes fair and reasonable compensation for the
Shares.
1.3
Closing.
The
closing of the sale and purchase of the Shares (the “Closing”) will be held at
the office of XxXxxxx Xxxx Xxxxxxxx Carnival Xxxxxxxx & Lamb, Chartered, 000
Xxxxxxxx Xxxx, Xxxxx 0000, xx Xxxxxxxxxxx, Xxxxxxxxx on August 11, 2006, or
at
such other time, date and place as the Parties may otherwise agree in
writing.
1.4
Delivery
and Payment.
At the
Closing, Seller will deliver to Buyer a certificate representing the Shares,
which certificate shall be registered in the name of Buyer, or the name of
its
nominee, against payment by Buyer to Seller of the aggregate purchase price
therefor.
1.5 Access
to Company Records.
Seller
will permit, and Seller will cause the Company to permit, representatives of
Buyer to have full access, at all reasonable times, and in a manner so as not
to
interfere with the normal business operations of any of the Company, to all
premises, properties, personnel, books, records (including tax records),
contracts and documents of or pertaining to the Company, including without
limitation a management contract between Buyer and Seller relating to the
Internet service provider customers, a form copy of such contract is attached
hereto as Exhibit
A.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES OF SELLER
Seller
represents and warrants to Buyer as follows:
2.1
Corporate
Existence and Authority.
Seller
(i) is a corporation duly organized, validly existing and in good standing
under
the laws of the State of Minnesota; (ii) has all requisite corporate power
to
execute, deliver and perform this Agreement; and (iii) has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Agreement, a certified copy of such corporate action is attached hereto as
Exhibit
B.
The
Company (i) is a corporation duly organized, validly existing and in good
standing under the laws of the State of Minnesota and (ii) has taken all
necessary corporation action, if any, to approve of and authorize the execution,
delivery and performance of this Agreement.
2.2
No
Conflict.
The
execution and delivery of this Agreement does not, and the consummation of
the
transactions contemplated hereby will not, conflict with or constitute a default
under (i) Seller’s or the Company’s articles of incorporation or by-laws, (ii)
any agreement, indenture or other instrument to which Seller or the Company
is a
party or by which Seller, the Company, or their respective assets may be bound
or (iii) any law, regulation, order, arbitration, award, judgment or decree
applicable to Seller or the Company.
2.3
Validity.
This
Agreement has been duly executed and delivered by Seller and is a valid and
binding agreement of Seller enforceable against Seller in accordance with its
terms, except as the enforceability thereof may be limited by any applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other laws affecting the enforcement of creditors’ rights generally, and by
general principles of equity.
2.4
The
Shares.
The
Shares have been duly authorized and are (or when issued as contemplated hereby
will be) validly issued and constitute fully-paid and non-assessable shares
of
Common Stock. Seller will convey to Buyer, on the date of Closing, good and
valid title to the Shares in full compliance with all federal and state laws
and
free and clear of any liens, claims, security interests and
encumbrances.
2.5 Capitalization.
The
authorized capital of the Company consists of 200,000,000 shares, of which
10,000,000 shares are currently outstanding. On or before the date of Closing,
Seller shall cancel 5,300,000 shares of the Company. On or soon after the date
of Closing, the remaining 4,700,000 shares of the Company will be disbursed
to
Buyer and the shareholders and contingent rights holders, if applicable, of
Seller. The Shares constitute approximately fifty-one percent (51%) of the
total
shares that will be outstanding. All of the issued and outstanding Shares have
been duly authorized, are validly issued, fully-paid and non-assessable, and
are
held of record by Seller. Except for 689,944 contingency shares which may become
due to certain holders of Common Stock or other shares of the Company (the
“Contingency Shares”), there are no outstanding or authorized option, warrant,
purchase right, appreciation, phantom stock or interest, profit participation
or
other contracts or commitments that could require the Company to issue, sell
or
otherwise cause to become outstanding any of its capital stock. There are no
voting trusts, proxies or other agreements or understandings with respect to
the
voting of the capital stock of the Company. Buyer acknowledges and agrees that
Seller shall have sole ownership and control of the Contingency Shares and
sole
and full power to direct and determine the ultimate disposition of said
Contingency Shares.
2.6
Litigation.
There
are no actions, suits, proceedings or arbitrations or investigations pending,
or
to Seller’s best knowledge, threatened in any court or before any governmental
agency or instrumentality or arbitration panel or otherwise against or by Seller
or the Company which seek to or could restrain, prohibit, rescind or declare
unlawful, or result in substantial damages in respect of this Agreement or
the
performance hereof by Seller (including, without limitation, the delivery of
the
Shares).
2.7 Assets
and Liabilities.
The
Company has good and marketable title to, or a valid leasehold interest in,
all
properties and assets (tangible and intangible) used by any of them, located
on
any of their premises and hold such properties and assets free and clear of
all
security interests, except for properties and assets disposed of in the ordinary
course of business. The Company has no liabilities except those maintained
in
the ordinary course of business.
2
2.8 Subsidiaries.
The
Company has no subsidiaries and does not otherwise control, own directly or
indirectly, or have any equity participation directly or indirectly in any
corporation, limited liability company, partnership, joint venture, trust or
other business association.
2.9 Brokers’
Fees.
None of
the Company and its Subsidiaries has any Liability to pay any fees or
commissions to any broker, finder or agent with respect to the transactions
contemplated by this Agreement for which Buyer could become liable or obligated.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF BUYER
Buyer
hereby represents and warrants to Seller as follows:
3.1
Corporate
Existence and Authority.
Buyer
(i) is a limited liability company duly organized, validly existing and in
good
standing under the laws of the State of Minnesota; (ii) has all requisite
company power to execute, deliver and perform this Agreement; and (iii) has
taken all necessary company action to authorize the execution, delivery and
performance of this Agreement.
3.2
No
Conflict.
The
execution and delivery of this Agreement does not, and the consummation of
the
transactions contemplated hereby will not, conflict with or constitute a default
under (i) Buyer’s articles of organization or by-laws, (ii) any agreement,
indenture or other instrument to which Seller or the Company is a party or
by
which Seller, the Company, or their respective assets may be bound or (iii)
any
law, regulation, order, arbitration, award, judgment or decree applicable to
Buyer.
3.3
Validity.
This
Agreement has been duly executed and delivered by Buyer and is a valid and
binding agreement of Buyer enforceable against Buyer in accordance with its
terms, except as the enforceability thereof may be limited by any applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other laws affecting the enforcement of creditors’ rights generally, and by
general principles of equity.
ARTICLE
IV
CONDITIONS
TO CLOSING
4.1
Conditions
to Obligations of Buyer. The
obligation of Buyer to purchase the Shares is subject to the satisfaction of
the
following conditions on the date of Closing:
(a)
The
representations and warranties of Seller set forth in Article II hereof shall
be
true and correct; and if the Closing shall occur on a date other than the date
of this Agreement, Buyer shall have been furnished with a certificate, dated
the
date of Closing, to such effect, signed by an authorized officer of Seller;
and
(b)
All
permits, approvals, authorizations and consents of third Parties necessary
for
the consummation of the transactions herein shall have been obtained, and no
order of any court or administrative agency shall be in effect which restrains
or prohibits the transactions contemplated by this Agreement, and no suit,
action or other proceeding by any governmental body or other person shall have
been instituted which questions the validity or legality of the transactions
contemplated by this Agreement.
3
4.2
Conditions
to Obligations of Seller.
The
obligation of Seller to issue, sell and deliver the Shares to Buyer is subject
to the satisfaction of the following conditions on the date of
Closing:
(a)
The
representations and warranties of Buyer set forth in Article III hereof shall
be
true and correct; and if the Closing shall occur on a date other than the date
of this Agreement, Seller shall have been furnished with a certificate dated
the
date of Closing, to such effect, signed by an authorized office of Buyer;
and
(b)
No
order
of any court or administrative agency shall be in effect which restrains or
prohibits the transactions contemplated by this Agreement, and no suit, action
or other proceeding by any governmental body or other person shall have been
instituted which questions the validity or legality of the transactions
contemplated by this Agreement.
ARTICLE
V
TERMINATION
AND REMEDIES
5.1 Termination
of Agreement.
The
Parties may terminate this Agreement as provided below:
(a) The
Parties may terminate this Agreement by mutual written consent at any time
prior
to the Closing;
(b) Buyer
may
terminate this Agreement by giving written notice to Seller on or before Closing
if Buyer is not satisfied with the results of its continuing business, legal,
environmental and accounting due diligence regarding the Company;
(c) Either
Party may terminate this Agreement by giving written notice to other Party
at
any time prior to the Closing if the other Party has breached any material
representation, warranty or covenant contained in this Agreement in any material
respect and the breach has continued after notice without cure or written waiver
by the other Party; and
(d) Either
Party may terminate this Agreement in the event that any law becomes effective
restraining, enjoining or otherwise prohibiting or making illegal the
consummation of any of the contemplated transactions.
5.2 Effect
of Termination.
If any
Party terminates this Agreement pursuant to this Article, all rights and
obligations of the Parties under this Agreement will terminate without any
liability of any party to any other party (except for any liability of any
party
then in breach).
5.3 Arbitration.
Except
as qualified below, any dispute among the Parties arising under, out of, or
in
connection with or in relation to this Agreement or any of the Transaction
Documents will be submitted to binding arbitration under the authority of the
Federal Arbitration Act and will be arbitrated in accordance with the-then
current Commercial Arbitration Rules of the American Arbitration Association
(the “AAA”); provided, that the Parties will be entitled to conduct discovery as
set forth in the Minnesota Rules of Civil Procedure and the arbitrator will
have
the power to compel discovery. The arbitration will take place before a single
arbitrator in Minneapolis, Minnesota, or at such other place as is mutually
agreed to by the parties. Arbitration will be commenced by a Party giving
written notice to the other Party stating the grounds of the dispute, the relief
sought and that the dispute is being arbitrated under this Section. If the
Parties cannot mutually select an arbitrator and agree to administration of
the
arbitration within thirty (30) days after written notice is given, then the
arbitration will be administered by the AAA. The decision of the arbitrator
will
be final and binding on all the Parties to the dispute; however, the arbitrator
may not under any circumstances assess punitive or exemplary damages. A judgment
may be entered upon the arbitration award by any state or federal court in
Minnesota. The prevailing party will be entitled to its costs and expenses
of
arbitration including without limitation reasonable attorneys’
fees.
4
5.4 Injunctive
Relief.
Each of
the Parties acknowledges and agrees that the other Party would be damaged
irreparably in the event any of the provisions of this Agreement are not
performed in accordance with their specific terms or otherwise are breached.
Accordingly, each of the Parties agrees that the other Party is entitled to
an
injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically this Agreement by applying to state or
federal court in Minnesota or other court of general jurisdiction for injunctive
relief only, together with recovery of reasonable attorneys’ fees and other
costs incurred in obtaining injunctive relief. The court will refer proceedings
to the arbitrator to determine whether any injunctive relief issued will be
made
permanent or be dissolved. The arbitrator’s findings will be binding and
conclusive upon the parties.
ARTICLE
VI
MISCELLANEOUS
6.1 Press
Releases and Public Announcements.
No party
will issue any press release or make any public announcement relating to the
subject matter of this Agreement prior to the Closing without the prior written
approval of the Parties. However, Seller or Buyer may make any public disclosure
it believes in good faith is required by applicable law concerning its
publicly-traded securities (in which case the disclosing Party will use its
reasonable best efforts to advise the other Party prior to making the
disclosure).
6.2 No
Third-Party Beneficiaries.
This
Agreement will not confer any rights or remedies upon any person (including
without limitation employees of the Company) other than the Parties and their
respective successors and permitted assigns.
6.3 Entire
Agreement.
This
Agreement constitutes the entire agreement between the Parties and supersedes
any prior understandings, agreements or representations by or between the
Parties, written or oral, to the extent they relate in any way to the subject
matter of this Agreement.
6.4 Succession
and Assignment.
This
Agreement will be binding upon and inure to the benefit of the Parties and
their
respective successors and permitted assigns. No Party may assign this Agreement
or any of its rights, interests or obligations under this Agreement without
the
prior written approval of the other Party.
6.5 Notices.
All
notices, requests, demands, claims and other communications under this Agreement
will be in writing. Any notice, request, demand, claim or other communication
under this Agreement will be deemed duly given two (2) business days after
it is
sent by registered or certified mail, return receipt requested, postage prepaid
and addressed to the intended recipient as set forth below:
If
to
Seller:
Multiband
Corporation
Attn:
Xxxxx X. Xxxxxx
0000
Xxxxxxx Xxxxxx Xxxxx
Xxx
Xxxx,
Xxxxxxxxx 00000
If
to
Buyer:
Lantern
Advisers, LLC
Attn:
Xxxxxx X. Xxxxxx XX
00
Xxxxx
Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxx,
Xxxxxxxxx 00000
5
Any
Party
may change the address to which notices, requests, demands, claims and other
communications hereunder are to be delivered by giving the other Parties notice
in the manner set forth in this Agreement.
6.6 Governing
Law.
This
Agreement has been negotiated under and will be governed by and construed in
accordance with the domestic laws of the State of Minnesota without giving
effect to any choice or conflict of law provision or rule (whether of the State
of Minnesota or any other jurisdiction) that would cause the application of
the
laws of any jurisdiction other than the State of Minnesota.
6.7 Amendments
and Waivers.
No
amendment of any provision of this Agreement will be valid unless the same
is in
writing and signed by Buyer and Seller. No waiver by any Party of any provision
of this Agreement or any default, misrepresentation or breach of warranty or
covenant under this Agreement, whether intentional or not, will be deemed to
extend to any prior or subsequent default, misrepresentation or breach of
warranty or covenant under this Agreement or affect in any way any rights
arising by virtue of any prior or subsequent such default, misrepresentation
or
breach of warranty or covenant.
6.8 Severability.
Any term
or provision of this Agreement that is invalid or unenforceable in any situation
in any jurisdiction will not affect the validity or enforceability of the
remaining terms and provisions of this Agreement or the validity or
enforceability of the offending term or provision in any other situation or
in
any other jurisdiction.
6.9
Certain
Limitations.
The
execution and delivery of this Agreement and the performance by Buyer of this
Agreement and under the terms of Buyer have been or will be, effected by Buyer
in its capacity as Buyer. Nothing in this Agreement shall be interpreted to
increase, decrease or modify in any manner any liability of Buyer to Seller
or
to any Buyer, representative or other claimant by right of Seller resulting
from
Buyer’s performance of its duties, and no personal liability shall be asserted
or enforceable against said entity by reason of any of the covenants, statements
or representations contained in this Agreement.
6.10 Construction.
The
Parties have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement must be construed as if drafted jointly by the Parties,
and no presumption or burden of proof will arise favoring or disfavoring any
Party by virtue of the authorship of any of the provisions of this Agreement.
The Parties intend that each representation, warranty and covenant have
independent significance. If any Party has breached any representation, warranty
or covenant in any respect, the fact that there exists another representation,
warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) that the Party has not breached does not detract
from or mitigate the fact that the Party is in breach of the first
representation, warranty or covenant.
6.11 Headings.
The
section headings contained in this Agreement are inserted for convenience only
and will not affect in any way the meaning or interpretation of this
Agreement.
6.12 Counterparts
and Facsimile Signatures.
This
Agreement may be executed in one or more counterparts, each of which will be
deemed an original but all of which together will constitute one and the same
instrument, and by facsimile.
6.13
Assumption of Management Contract
Buyer
hereby agrees to assume all liability and obligations related to the management
contract dated August 2006 entered
into
by
and between URON, Inc. and Multiband Corporation.
[The
Remainder Of This Page Has Been Left Blank Intentionally]
6
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
above written.
BUYER: LANTERN
ADVISERS, LLC
_________________________________
Name: _______________________
Title:
_______________________
SELLER: MULTIBAND
CORPORATION
_________________________________
Name: _______________________
Title:
_______________________
[Signature
Page To Stock Purchase Agreement]
S-1
EXHIBIT
A
Form
of
Management Contract
A-1
EXHIBIT
B
Certified
Corporate Action
A-2
