EXHIBIT 2.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is dated this 30th day of June 1999, by and
between ALPNET, Inc., a Utah corporation (the "Purchaser" or "ALPNET"),
Verlagsgruppe Beleke KG ("Beleke"), Xx. Xxxxxxx Waldhor, Xx. Xxxxxxx Xxxxx, Xx.
Xxxxxx Xxxxxxxx, and EP Beteiligungs GbR (the "Individual Sellers"), and EP
Electronic Publishing Partners GmbH, a German corporation ("EP"). Beleke and
the Individual Sellers are hereinafter referred to collectively as the
"Sellers."
R E C I T A L S:
- - - - - - - -
A. The Sellers are the owners of 100% of the shares in the registered
capital ("Geschftsanteile") of EP (the "EP Shares").
B. The Sellers desire to sell and Purchaser desires to acquire the EP
Shares on the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the mutual covenants, obligations and
representations set forth herein, the parties agree as follows:
SECTION 1. AGREEMENT FOR SALE AND PURCHASE, PURCHASE PRICE
-----------------------------------------------------------
The Sellers agree to sell to Purchaser and Purchaser agrees to buy from the
Sellers the EP Shares. The total purchase price for the EP Shares owned by
Beleke shall be One Hundred Eighty-Five Thousand Deutschmarks (DM 185,000) (the
"Beleke Purchase Price"). The total purchase price for the remaining EP shares
owned by the Individual Sellers shall be One Hundred Eighty-Six Thousand
Deutschmarks (DM186,000) (the "Individual Purchase Price").
SECTION 2. PAYMENT AND DELIVERY
--------------------------------
2.1 Sale of Shares. Following execution of this Agreement and on or
--------------
before 30 June 1999 (the "Closing Date"), the Sellers shall transfer title
("abtreten") to the EP Shares to the Purchaser by notarial deed to be recorded
in substantially the form as attached hereto as part of Schedule 1. The list of
Sellers, the amount of shares owned by each Seller and the purchase price to be
paid to each of the Sellers is set forth on Exhibit "A" attached hereto.
Simultaneously, Purchaser shall deliver to Beleke the Beleke Purchase Price in
cash, and to the Individual Sellers the Individual Purchase Price in the form of
Forty-Nine Thousand Five Hundred Eighteen (49,518) shares of common stock of
ALPNET, Inc. (the "ALPNET Shares") as set forth on Exhibit "B" attached hereto.
The purchase and sale of the EP shares shall be consistent with the following
terms:
2.1.1 The Purchaser shall deliver the ALPNET Shares to the Sellers as
set forth in Exhibit A.
2.1.2 Beleke currently has a loan outstanding to EP (the "Beleke Loan"). At
Closing (as defined below), ALPNET shall deliver to Beleke a promissory note
made payable to Beleke in the principal amount of Six Hundred and Five Thousand
Deutchsmarks (DM605,000), due and payable one year from Closing and bearing
interest at eight percent (8%) per annum and payable quarterly.
2.1.3 Each of the Individual Sellers (except for EP Beteiligungs GbR) and
a Xx. Xxxxxxx and a Xx. Xxxxxxxx have loans outstanding to EP (the "Individual
Loans"). At Closing (as defined below), ALPNET shall deliver to each of the
Individual Sellers and to Xx. Xxxxxxx and Xx. Xxxxxxxx a promissory note in the
principal amount of the then outstanding balance of their Individual Loan and
containing the following terms and conditions:
. The principal amount shall be repaid in three equal
installments due 36, 48 and 60 months, respectively, from
Closing.
. Bearing interest at eight percent (8%) per annum and payable
quarterly.
. ALPNET may repay the promissory notes at any time without a
penalty.
. Any time 12 months after Closing, at the option of the note
holders, the principal amount of their promissory notes may be
converted to ALPNET restricted common stock at the applicable
conversion price. The "base conversion price" shall be the
average of the closing bid and ask for ALPNET common stock as
quoted on Nasdaq for the five (5) trading days prior to
Closing. The "applicable conversion price" is based on the base
conversion price and the time of conversion as set forth below:
Time of Conversion Conversion Price
--------------------------------------------------------------------------------------------------------
12 - 24 months from Closing Base conversion price
--------------------------------------------------------------------------------------------------------
24 - 36 months from Closing Base conversion price plus 10%
--------------------------------------------------------------------------------------------------------
36 - 48 months from Closing Base conversion price plus 20%
--------------------------------------------------------------------------------------------------------
48 - 60 months from Closing Base conversion price plus 30%
--------------------------------------------------------------------------------------------------------
. At the option of the Individual Sellers, ALPNET may be required
on an annual basis, within sixty (60) days of ALPNET filing its
Form 10-K with the U.S. Securities and Exchange Commission, to
register the restricted shares of ALPNET stock issued upon
conversion of all or a portion of the notes.
2.1.4 EP has a loan outstanding to a Mr. Rossipaul in the principal amount
of Fifty Thousand Deutchsmarks (DM 50,000) (the "Rossipaul Loan"). At Closing
(as defined below), ALPNET shall pay Mr. Rossipaul the principal amount of the
Rossipaul loan in cash together with all accrued interest thereon in exchange
for written confirmation from Mr. Rossipaul that he has no further claims
against EP upon receipt of such payment.
2.1.5 ALPNET shall take prompt action to substitute itself or its nominee
in place of the Sellers as guarantor on all EP loans, lines of credit or other
financial instruments.
2.2 Restricted Shares. The ALPNET Shares issued to the Sellers will be
-----------------
unregistered, restricted common shares, and resale thereof will be subject to
the provisions of the U.S. Securities Act of 1933, including Rule 144, which
provides in part that restricted shares cannot be sold into the public market
for a period of at least 12 months after the consummation of the acquisition,
and the sale must comply with certain rules which cover when and under what
terms such shares can be sold.
SECTION 3. VOTING RIGHTS
-------------------------
During the term of this Agreement, the Purchaser shall have the right, but
not the obligation, to exercise all voting rights evidenced by, or relating to,
the EP Shares, and the Sellers shall execute due and timely proxies in favor of
the Purchaser for such purpose.
SECTION 4. EXECUTION AND CLOSING
---------------------------------
4.1 Execution. This Agreement (the "Execution") shall be signed by all
---------
parties and the date of the signature by the last party signing this Agreement
shall be called the "Execution Date".
4.2 Closing. Following the Execution, the completion and closing of the
-------
transactions contemplated herein shall take place at a meeting of the parties on
or before 30 June 1999 (the "Closing"). The Closing shall occur at a place
mutually agreed to by the parties.
4.3 Extension of Closing. Provided that reasonable progress is being
--------------------
made by Purchaser, the Closing may be extended upon written notice from
Purchaser, in Purchaser's discretion, to allow reasonable time (not to exceed
thirty (30) days from the Execution Date) for completion of those conditions
precedent. Pending the Closing, Sellers shall (a) cause EP to afford to the
authorized representatives of Purchaser, including legal and accounting
personnel, access to the properties, books and records of EP in order that
Purchaser may have full opportunity to make such investigations as it shall
desire into the affairs of EP, and (b) furnish to Purchaser such financial and
operating data and other information as to the business and properties of EP as
Purchaser shall from time to time reasonably request. No exercise of the rights
of Purchaser hereunder shall relieve or limit Sellers from any liability that
may arise from any breach of warranty, covenant, representation or agreement
contained in this Agreement.
SECTION 5. REPRESENTATION AND WARRANTIES OF THE SELLERS
--------------------------------------------------------
5.1 Representations and Warranties of Seller. As an inducement to
----------------------------------------
Purchaser to enter into and perform this Agreement and in consideration of
Purchaser's covenants herein contained, on the date hereof and the Closing Date,
the Sellers, individually and severally, represent, warrant and certify to
Purchaser as follows:
5.1.1 The Sellers are the sole owners of the EP Shares, both of
record and beneficially, and have good and marketable title thereto free
and clear of all liens, pledges and encumbrances of any kind whatsoever,
including any put, call, buy-sell or other options.
5.1.2 The EP Shares constitute validly issued voting stock of EP and
are fully paid and non-assessable, and no repayments, either open or
disguised, have been made on the EP Shares. The EP Shares represent 100% of
all of the total registered capital ("Stammkapital") of EP and Sellers have
made available and/or delivered to Purchaser all notary documents from the
formation of EP.
5.1.3 The financial statements of EP dated 31 December 1998
("Financial Statements"), on which the valuation of the EP Shares is based,
are complete, accurate and fairly present the financial condition of EP as
of the date thereof and the results of its operations. The Financial
Statements are in conformance to U.S. generally accepted accounting
principles consistently applied.
5.1.4 There are no material liabilities, either fixed or contingent,
not reflected in the Financial Statements other than contracts or
obligations in the ordinary and usual course of business; and no such
contracts or obligations in the usual course of business constitute liens
or other liabilities which, if disclosed, would materially alter the
financial condition of EP as reflected in the Financial Statements unless
otherwise disclosed in writing by the Sellers to Purchasers prior to
execution of this Agreement.
5.1.5 EP owns and holds all the right, title and interest in and to
the intellectual property, including but not limited to the computer
software technology, that ALPNET seeks to acquire through the acquisition
of EP, free and clear of all liens, pledges and encumbrances of any kind
whatsoever, except as otherwise disclosed in writing to ALPNET.
5.1.6 Neither the Sellers nor EP are involved in any pending
litigation or governmental investigation or proceeding, and specifically
regarding patent or trademark infringement, not reflected in the Financial
Statements, or otherwise disclosed in writing to Purchasers and, to the
best knowledge of the Seller, no litigation, claims, assessments, or
governmental investigation or proceeding is threatened against the Sellers
or EP.
5.1.7 EP is duly organized and qualified to do business in Germany,
and is duly qualified to do business in each country where required to be
so qualified, except where the failure to so qualify would not have a
material adverse effect on the business of EP.
5.1.8 EP has filed all governmental, tax or related returns and
reports due or required to be filed and has paid or accrued all taxes or
assessments which have become due since the date of the Financial
Statements or has filed extensions with regard thereto. EP is, as of the
Closing Date, in full compliance with all German laws and regulations,
statutes, ordinances, and requirements for the proper continuance of a
German corporation.
5.1.9 The execution of this Agreement will not materially violate or
breach any agreement, contract, or commitment to which EP or the Sellers
are a party, and all contracts to which EP is a party are in full force and
effect.
5.1.10 The Sellers are duly authorized and empowered to execute this
Agreement, and the Sellers have obtained consent for the sale of the EP
Shares from all necessary governmental agencies, customers, and clients,
where applicable.
5.1.11 The Sellers have had access to such financial and other
information as the Sellers deem necessary to make a fully-informed decision
as to the sale of the EP Shares for the ALPNET Shares and have had the
opportunity to verify any such information as the Sellers deems appropriate
and have had the opportunity to have legal counsel of the Sellers'
choosing.
5.1.12 Sellers are acquiring the ALPNET Shares for their own account
for investment only and not with a view to, or for resale in connection
with, any public distribution of such securities in violation of the U.S.
Securities Act of 1933. Sellers have, or as of the Closing Date will have,
obtained from the Purchaser all financial and other information to their
satisfaction concerning the business and operations of the Purchaser. Based
on the Sellers' knowledge and experience in business and financial matters,
and on Sellers' intimate knowledge of EP and the Purchaser and their
operations, Sellers represent that they are each capable of evaluating the
merits and risks of the investment in Purchaser.
5.1.13 Sellers shall continue to be bound by the terms of that certain
Confidentiality and Non-Disclosure Agreement attached as an exhibit to that
certain Heads of Agreement entered into between the parties as of the 25th
day of March 1999.
5.2 Survival of Representations and Warranties. Each of the
------------------------------------------
representations and warranties set forth in this Section 5 shall be true and
correct at and as of the Closing Date with the same force and effect as though
made at said time, except for the effect of events or changes approved in
writing by Purchaser. All of the Sellers' representations and warranties shall
be deemed continuing representations and warranties, shall survive the Closing
and shall not be limited by this Agreement as to time. The Sellers shall
indemnify and hold Purchaser harmless against any loss or liability, damage,
cost, expense, attorneys' fees, disbursements, court costs, penalties, interest,
punitive damages, consequential damages, fines, taxes or other loss of any
nature resulting from or arising out of a breach of any one or more of the
representations and warranties of the Sellers set forth in this Agreement.
5.3 Best Efforts. Between the date of this Agreement and the Closing
------------
Date, the parties shall use their best efforts to cause the conditions of
Section 7 to be satisfied.
SECTION 6. REPRESENTATIONS AND WARRANTIES OF PURCHASER
-------------------------------------------------------
6.1 Representations and Warranties of Purchaser. As an inducement to the
-------------------------------------------
Sellers to enter into and perform this Agreement and in consideration of the
Sellers' covenants herein contained, on the date hereof and the Closing Date
Purchaser represents, warrants and certifies to the Sellers as follows:
6.1.1 Capacity. Purchaser is a corporation, duly organized, validly
--------
existing, and in good standing under the laws of the State of Utah, with
all requisite power, authority, and permits to carry on its business and to
own, lease, and operate its properties used in connection therewith. Upon
its execution and delivery by Purchaser, this Agreement shall be a valid
and legally binding obligation of Purchaser, enforceable in accordance with
its terms.
6.1.2 No Conflicts. The execution, delivery and performance of this
------------
Agreement by Purchaser do not conflict with or violate any other agreement
or commitment by which Purchaser is bound.
6.1.3 Government Approvals. No filing or registration with, or
--------------------
permit, authorization, consent, approval or order of, any governmental or
regulatory authority is required for the execution and delivery of this
Agreement by Purchaser and the consummation by Purchaser of the
transactions contemplated hereby.
6.1.4 ALPNET Current in Filings. As of the Closing Date, Purchaser's
-------------------------
public disclosure filings (Annual Report, Form 10-K, Forms 10-Q, Proxy
Statement) made pursuant to the rules and regulations of the U.S.
Securities and Exchange Commission contain all of the
material intended to be disclosed, and contain a complete representation of
the status of ALPNET for the periods presented.
6.2 Survival of Representations and Warranties. Each of the
------------------------------------------
representations and warranties set forth in this Section 6 shall be true and
correct at and as of the Closing Date, with the same force and effect as though
made at said time, except for the effect of events or changes approved in
writing by the Sellers. The representations and warranties of Purchaser
contained in this Section 6 shall be deemed continuing representations and
warranties and shall survive the Closing. Purchaser shall indemnify and hold the
Sellers harmless against any loss or liability, damage, cost, attorneys' fees,
disbursements, court costs, penalties, interest, punitive damages, consequential
damages, fines, taxes, or other loss of any nature resulting from, or arising
out of, a breach of the representations and warranties of Purchaser set forth in
this Section 6.
SECTION 7. CONDITIONS OF CLOSING
---------------------------------
7.1 Conditions of Purchaser's Obligation to Close. Purchaser's
---------------------------------------------
obligation to consummate the transactions contemplated by this Agreement and to
make any payments hereunder is subject to the fulfillment (or the waiver thereof
by Purchaser in writing) of the following conditions on or before the Closing
Date:
7.1.1 Representations and Warranties True as of the Closing Date.
----------------------------------------------------------
The representations and warranties of EP and the Sellers contained in this
Agreement or in any document delivered by such parties pursuant to the
provisions hereof shall be true in all material respects as of the date of
this Agreement, and at and as of the Closing Date, with the same effect as
though such representations and warranties were made as of such date.
7.1.2 Authorization. All actions of all governmental agencies,
-------------
officials and authorities required to authorize the valid execution,
delivery and performance by the Sellers of this Agreement shall have been
duly taken, and this Agreement shall be a valid, legal and binding
obligation of the Sellers.
7.1.3 Compliance. EP and the Sellers shall have complied with their
----------
covenants and agreements contained in this Agreement. All representations
made by each of EP and the Sellers herein shall be essentially true,
accurate and correct as of the Closing Date and there shall be no breach of
any warranties or covenants made hereunder by EP or the Sellers.
7.1.4 Delivery of Corporate Records, Books, Etc. As of the Closing,
-----------------------------------------
the Sellers shall have delivered to Purchaser all of the items described in
Schedule 1 attached hereto, and all other books and records of EP and all
of the information, exhibits and other items in Sellers' possession to be
delivered by the Sellers pursuant to this Agreement.
7.1.5 Condition of EP's Business. As of the Closing Date, there
--------------------------
shall not have been, by act of the Sellers or EP, any material adverse
change in EP's business or prospects not contemplated as of the date of
this Agreement. Further, as of the Closing Date the Sellers shall not be
involved (voluntarily or involuntarily) as the subject of a proceeding
under any federal or German bankruptcy laws or state receivership or
similar act or laws, nor shall the goodwill value associated with EP or the
value of EP's computer software technology have materially diminished from
its value as of the date hereof.
7.1.6 Ownership of Shares. The Sellers shall have delivered evidence
-------------------
satisfactory to Purchaser indicating that (a) they own all of the EP Shares
including, but not limited to, all notary documents from the formation of
EP, and (b) the Sellers will be able to convey the EP Shares to Purchaser
at the Closing free and clear of all liens and encumbrances.
7.1.7 No Extraordinary Expenses. EP shall not have incurred or made
-------------------------
a commitment to pay any extraordinary expenses ("Extraordinary Expenses")
such as (but not limited to) consulting fees, directors' fees, bonuses,
severance payments to employees or any amounts paid to affiliated companies
that are not disclosed on the Financial Statements. In addition, Purchaser
shall have approved all transactions involving assets or liabilities of EP
between the date hereof and the Closing Date.
7.2 Failure of Conditions, Warranties or Other Obligations. If one or
------------------------------------------------------
more conditions to Purchaser's obligation to consummate this transaction as
set forth in Section 7.1 has not been satisfied, or if any of the Sellers'
representations or warranties are untrue in any material respect, or if the
Sellers fail to otherwise perform their obligations hereunder, then
Purchaser may, at its option, elect to consummate the transaction, but the
Purchase Price shall be reduced as is reasonably necessary to cover the
amounts indicated below. The actual amount(s) of any such reduction(s)
shall be mutually agreed upon by the parties or, failing that, by binding
arbitration conducted in accordance with the International Arbitration
Rules of the American Arbitration Association as set forth in more detail
in Section 10 below. Reduction of the consideration payable shall be in
addition to and not in lieu of any other rights or remedies to which
Purchaser may be entitled:
7.2.1 Any amount needed to compensate and indemnify Purchaser because
of a breach by the Sellers of any warranty or representation herein or any
adverse change in the properties, assets or business of EP; and/or
7.2.2 Any amount needed to compensate and indemnify Purchaser for
Purchaser's waiver of any closing condition stated above which is the
Sellers' obligation to perform; and/or
7.2.3 Any amount of any dividends or other distributions to the
Sellers paid or owed by EP since the date of the Financial Statements,
except for customary and usual management fees and distributions similar to
those paid prior to the date hereof; and/or
7.2.4 Any amount paid or committed by the Sellers to pay
extraordinary expenses.
7.3 Conditions of the Sellers' Obligation to Close. The Sellers'
----------------------------------------------
obligation to consummate the transactions contemplated by this Agreement is
subject to the fulfillment (or the waiver thereof by the Sellers in writing) of
the following conditions on or before the Closing Date:
7.3.1 Compliance with Obligations. Purchaser shall have materially
---------------------------
complied with all of Purchaser's obligations to be performed hereunder,
including the payment of the Purchase Price, prior to or on the Closing
Date.
7.3.2 Purchaser's Representations. All representations made by
---------------------------
Purchaser shall be true, accurate and correct as of the Closing Date and
there shall be no breach in the warranties or covenants made hereunder by
Purchaser.
7.3.3 Delivery of Documents. Purchaser shall have executed and
---------------------
delivered to the Sellers any and all documents required or necessary to
consummate the transactions contemplated by this Agreement.
SECTION 8. TRANSACTIONS AT CLOSING DATE
----------------------------------------
Subject to the terms of this Agreement, on or before the Closing Date, the
parties hereto shall perform the following actions in the following order, with
each action conditioned on every other action so that no action will be deemed
to have been performed unless and until all actions have been performed.
8.1 Ownership. The Sellers shall transfer and deliver to Purchaser
---------
appropriate documents evidencing ownership of all the EP Shares, accompanied by
such instruments of transfer and conveyance as Purchaser may reasonably request
or as may be required by law so that Purchaser receives from the Sellers all of
the EP Shares free and clear of any lien, encumbrance, pledge or claim
whatsoever.
8.2 Other Deliveries. Purchaser shall deliver to the Sellers and the
----------------
Sellers shall deliver to Purchaser all other documents that may be reasonably
required by the parties or their attorneys to evidence the satisfactory
completion of all of the other conditions of the Closing.
8.3 Payment. In exchange for the transfer of title of the EP Shares from
-------
the Sellers to the Purchaser, Purchaser shall deliver to the Individual Sellers
the ALPNET Shares and to Beleke a company check in the amount of the Beleke
Purchase Price.
8.4 Promissory Notes. Purchaser will deliver the promissory note for the
----------------
Beleke Loan, the promissory notes for the Individual Loans, promissory notes to
Xx. Xxxxxxx and Xx. Xxxxxxxx and a company check for the Rossipaul Loan.
8.5 Post-Closing Financial Statements. Within thirty (30) business days
---------------------------------
after the Closing, EP shall deliver to Purchaser financial statements of EP as
of the Closing Date, certified to be accurate by the Sellers (the "Post-Closing
Financial Statements"). The Post-Closing Financial Statements will have been
prepared in all material respects in accordance with U.S. generally accepted
accounting principles applied on a consistent basis throughout the period
involved, and will fairly present the financial condition and the results of
operation of EP as of the dates thereof. The Post-Closing Financial Statements
shall fairly present the financial condition of EP and results of operations of
EP for the periods reflected therein, and will be consistent with the books and
records of EP, subject to adjustments consisting of normal recurring accruals
which are customarily recorded by EP. All accounts receivable of EP that are
reflected on the balance sheet included in the Post-Closing Financial Statements
will represent, and the accounts receivable to be reflected on the post-closing
balance sheet shall represent, valid obligations arising from sales actually
made or services actually performed in the ordinary course of business.
8.6 SEC Filings. Within fifteen (15) days of the Closing Date, ALPNET
-----------
must file with the U.S. Securities and Exchange Commission a Form 8-K disclosing
the consummation of the transaction contemplated by this Agreement. Within sixty
(60) days of the Closing Date, ALPNET must file with the U.S. Securities and
Exchange Commission an amended Form 8-K which must include the audited financial
statements of E.P. for the years ended December 31, 1997 and 1998. E.P. and each
of the Sellers agree that they will cooperate with ALPNET in every way necessary
in order to allow ALPNET to meet these filing deadlines.
SECTION 9. DEFAULT
-------------------
If any of the parties hereto fails to perform any of their obligations
hereunder and such condition is not cured within ten (10) business days after
written notice thereof by the other, such party shall be in default, thereby
entitling the non-defaulting party to proceed at law and in equity to enforce
its rights under this Agreement.
SECTION 10. MISCELLANEOUS PROVISIONS
---------------------------------------
10.1 Termination.
-----------
10.1.1 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. Purchaser may terminate this Agreement by giving written
notice to EP and the Sellers on or before the Closing, if Purchaser is
not satisfied with the results of EP continuing business, legal, and
accounting due diligence;
C. Purchaser may terminate this Agreement by giving written
notice to EP and the Sellers at any time prior to the Closing (i) if
either EP or the Sellers has breached any representation, warranty, or
covenant contained in this Agreement and the breach has continued
after notice to EP and the Sellers by Purchaser without cure for a
period of thirty (30) days or (ii) if the Closing shall not have
occurred on or before June 30, 1999, by reason of the failure of any
condition precedent under Section 7 hereof (unless the failure results
primarily from Purchaser breaching any representation, warranty, or
covenant contained in this Agreement); and
D. EP and the Sellers may terminate this Agreement by giving
written notice to Purchaser at any time prior to the Closing (i) in
the event Purchaser has breached any representation, warranty, or
covenant contained in this Agreement, and the breach has continued
after notice to Purchaser by EP and the Sellers without cure for a
period of thirty (30) days, or (ii) if the Closing shall not have
occurred on or before June 30, 1999, by reason of the failure of any
condition precedent under Section 7 hereof (unless the failure results
primarily from EP or the Sellers breaching any representation,
warranty, or covenant contained in this Agreement).
10.1.2 Effect of Termination. If any party terminates this Agreement
---------------------
pursuant to Section 10.1.1 above, all rights and obligations of the parties
hereunder shall terminate without any liability of any party to any other
party (except for any liability of any party then in breach).
10.2 Costs and Expenses; Fees. If this Agreement is terminated before the
------------------------
Closing, each party shall be solely responsible for and bear all of its own
respective expenses incurred at any time in connection with pursuing or
consummating the Agreement and the transactions contemplated by the Agreement,
including, but not limited to, fees and expenses of business brokers, legal
counsel, accountants, and other facilitators and advisors.
10.3 Survival of Representations and Warranties. The respective
------------------------------------------
obligations of Purchaser and the Sellers hereunder and all representations and
warranties made in this Agreement, all exhibits hereto, and all certificates and
documents delivered pursuant hereto, shall survive the Closing.
10.4 Binding Agreement. This Agreement shall be binding upon and shall
-----------------
inure to the benefit of the successors and assigns of the respective parties
hereto.
10.5 Captions. The headings used in this Agreement are inserted for
--------
purposes only and shall not be deemed to define, limit, extend, describe, or
affect in any way the meaning, scope or interpretation of any of the terms or
provisions of this Agreement or the intent hereof.
10.6 Counterparts. This Agreement may be signed in any number of
------------
counterparts with the same effect as if the signatures upon any counterpart were
upon the same instrument. All signed counterparts shall be deemed to be one
original.
10.7 Severability. The provisions of this Agreement are severable, and
------------
should any provision hereof be void, voidable, unenforceable or invalid, such
void, voidable, unenforceable or invalid provision shall not affect the other
provisions of this Agreement.
10.8 Waiver of Breach. Any waiver by any party of any breach of any kind
----------------
or character whatsoever by the other, whether such be direct or implied, shall
not be construed as a continuing waiver of, or consent to, any subsequent breach
of this Agreement.
10.9 Cumulative Remedies. The rights and remedies of the parties hereto
-------------------
shall be construed cumulatively, and none of such rights and remedies shall be
exclusive of, or in lieu or limitation of, any other right, remedy or priority
allowed by law.
10.10 Governing Version of Agreement. ALPNET shall provide E.P. and the
------------------------------
Sellers with a German version of this Agreement. However, the English version
of this Agreement shall be the agreement binding upon the parties hereto.
10.11 Amendment. This Agreement may not be modified except by an
---------
instrument in writing signed by the parties hereto.
10.12 Interpretation. This Agreement shall be interpreted, construed and
--------------
enforced according to the substantive laws of the state of Utah, United States
of America, in force at the time of execution. Any controversy or claim arising
between the parties including any controversy or claim arising out of or
relating to this Agreement shall be determined by arbitration in accordance with
the International Arbitration Rules (the "Rules") of the American Arbitration
Association ("AAA"). The AAA shall appoint one arbitrator who shall be from
Germany and shall determine the place of arbitration pursuant to the Rules. The
language to be used in the arbitral proceedings shall be English. Any judgment
rendered pursuant to the Rules shall be enforceable in both Germany and Utah.
10.13 Attorneys' Fees. In the event any action or proceeding is brought
---------------
by any party to enforce the provisions of this Agreement, the prevailing party
shall be entitled to recover its costs and reasonable attorneys' fees, whether
such sums are expended with or without arbitration or suit, at trial or on
appeal.
10.14 Notice. All notices, requests, demands and other communications
------
hereunder shall be deemed to have been duly given when such notice shall have
been either (i) duly mailed by registered or certified, first-class mail, return
receipt requested, postage prepaid, or (ii) transmitted by hand-delivery,
telegram, telex, telecopier or facsimile transmission, to the party entitled to
receive the same at the address indicated below, or at such other address as
such party shall have specified by written notice to the other party hereto
given in accordance herewith:
ALPNET, Inc.
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx #000
Xxxx Xxxx Xxxx, XX 000000-0000
XXX
Xxxxxxxxxxxxx Xxxxxx XX
XxxxxxxxxxxxxxxXx. 00
X-00000 Xxxxx
Xxxxxxx
Xx. Xxxxxxx Waldhor
Friedrich StraBe. 17
D-90574 RoBtal
Germany
Xx. Xxxxxxx Xxxxx
Xxxx-Xxxxx-XxxxXx 0
X-00000 Xxxxxxx
Xxxxxxx
Xx. Xxxxxx Xxxxxxxx
Xxxxxxxxx 0
X-00000 Xxxxxx
Xxxxxxx
EP Beteiligungs GbR
Further StraBe. 212
D-90429 Nurnberg
Germany
EP Electronic Publishing Partners GmbH
Further StraBe 212
D-90429 Nurnberg
Germany
10.15 Brokers. The Sellers represent and warrant to Purchaser that no
-------
broker or finder acted for them or is entitled to any fee or commission in
respect of the transactions contemplated hereby. The Sellers shall indemnify and
hold Purchaser harmless in respect of any breach of the foregoing representation
and warranty. Purchaser represents and warrants to the Sellers that no broker or
finder acted for Purchaser or is entitled to any fee or commission in respect of
the transactions contemplated hereby. Purchaser shall indemnify and hold the
Sellers harmless in respect of any breach of the foregoing representation and
warranty.
10.16 Time of Essence. Time is the essence of this Agreement.
---------------
10.17 Assignment. Purchaser may freely assign its rights, and delegate its
----------
duties, under this Agreement to any partnership, corporation or other entity
owned or substantially controlled by Purchaser,
provided that no such assignment shall relieve Purchaser of the ultimate
performance of its obligations hereunder .
10.18 Voting Rights. It is understood and agreed that until the effective
-------------
transfer of the EP Shares to Purchaser, all voting rights applicable to the EP
Shares shall belong to the Sellers.
10.19 Orderly Transition. The Sellers shall before and after the Closing
------------------
Date (a) cooperate fully with Purchaser to provide a smooth and orderly
transition in the ownership and business operations of EP, and (b) cooperate
fully and furnish information requested by Purchaser in connection with any
dispute, claim or litigation involving events occurring prior to the Closing.
[THIS SPACE INTENTIONALLY LEFT BLANK]
DATED effective the day, month and year first above written.
PURCHASER: SELLERS:
ALPNET, INC., a Utah corporation VERLAGSGRUPPE BELEKE KG
By: /s/ Jaap van der Meer /s/
----------------------------- ------------------------------------
Jaap van der Meer By:_________________________________
Its President Its:________________________________
/s/
------------------------------------
XX. XXXXXXX WALDHOR
/s/
------------------------------------
Xx. Xxxxxxx Waldhor
on behalf of:
XX. XXXXXXX XXXXX
/s/
------------------------------------
Xx. Xxxx Xxxxxxxx
On behalf of
XX. XXXXXX XXXXXXXX
EP BETEILIGUNGS GbR
/s/
------------------------------------
By:_________________________________
Its:________________________________
EP Electronic Publishing Partners GmbH
/s/
------------------------------------
By:_________________________________
Its:________________________________
EXHIBIT A
---------
to Stock Purchase Agreement
(Dated 30 June 1999)
Ownership of EP
Ownership Value of EP
Name of Shareholder Interest Ownership in DM
------------------- -------- ---------------
Dr. Waldhor 16.67% DM 45,000 DM 62,000
Xx. Xxxxx 16.67% DM 45,000 DM 62,000
Xx. Xxxxxxxx 02.59% DM 7,000 DM 9,644
EP Beteiligungs GbR 14.07% DM 38,000 DM 52,356
Verlagsgruppe Beleke KG 50.00% DM 135,000 DM 185,000
---------- ----------
Total: 100.00% DM270,000 DM 371,000
--------- ----------
EXHIBIT B
---------
to Stock Purchase Agreement
(Dated 30 June 1999)
ALPNET Shares to the Sellers
Name of Shareholder No. of Shares Share Certificate Number(s)
------------------- ------------- ---------------------------
Dr. Waldhor 16,506
Xx. Xxxxx 16,506
Xx. Xxxxxxxx 2,568
EP Beteiligungs GbR 13,938
------
Total ALPNET Shares 49,518
======
SCHEDULE 1
to Stock Purchase Agreement
(Dated 30 June 1999)
Items to be Delivered by the Sellers at Closing
1. Ownership records that account for 100% of the ownership of EP.
2. Any other corporate records for EP including, without limitation, an extract
from the commercial register of EP.
3. A notarial deed(s) in substantially the form attached hereto.
