Exhibit 10.3
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as June 30,
2000, by and between DirectCom, Inc. (the "Seller") and North American
Communications, Inc. (the "Purchaser").
RECITALS
WHEREAS, the Seller owns two hundred thirty-two and one-third (232 and
1/3) shares (or 82%) of the Common Stock (the "Shares") of Color Graphics, Inc.
(the "Company");
WHEREAS, the Seller wishes to convey to the Purchaser, and the
Purchaser wishes to purchase, the Shares; and
WHEREAS, following the consummation of the transaction described
herein, the Purchaser shall own all the Seller's shares of Common Stock of the
Company.
AGREEMENT
In consideration of the foregoing and of the covenants and agreements
contained herein, the parties hereto agree as follows:
1. Transfer of Shares. Subject to the terms and conditions of this
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Agreement, at Closing (as defined below), the Seller shall sell the Shares to
the Purchaser, and the Purchaser shall purchase the Shares from the Seller.
2. Closing. The transfer of the Shares contemplated hereby shall
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occur on the date of this Agreement (the "Closing").
3. Purchase Price. The aggregate purchase price for the Shares
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shall be $800,000 (the "Purchase Price"), and shall be paid to the Seller by the
Purchaser by certified or cashier's check payable to the order of Seller or by
wire transfer pursuant to the schedule set forth below. The unpaid balance of
the Purchase Price shall bear simple interest at the rate of 8% per annum
(computed on the unpaid balance of the Purchase Price from time to time
outstanding).
(a) $200,000 shall be paid at Closing.
(b) $200,000 shall be paid on the one year anniversary of the
date of Closing (or if any such day is not a business day, the immediately
following business day).
(c) $200,000 shall be paid on the second year anniversary of
the date of Closing (or if any such day is not a business day, the immediately
following business day).
(d) $200,000 shall be paid on the third year anniversary of
the date of Closing (or if any such day is not a business day, the immediately
following business day).
4. Delivery. At Closing, the Seller shall deliver to the Purchaser
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stock certificates representing the Shares, duly endorsed or accompanied by
stock powers duly executed in blank, and otherwise in form acceptable for
transfer on the books of the Company.
5. Representation by Seller. The Seller hereby represents that, as
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of the date hereof, (i) Seller has good title to the Shares; (ii) Seller has
full right and power to sell the Shares; and (iii) the Shares shall be
transferred free and clear of any lien, pledge, security interest, encumbrance
or claim of any kind whatsoever.
6. Severability. If any term or provision of this Agreement is held
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by a court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms and provisions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated. It is
hereby declared to be the intention of the parties that they would have executed
the remaining terms and provisions without including any of such which may be
hereafter declared invalid, void or unenforceable.
7. Entire Agreement. This Agreement contains the entire
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understanding of the parties with respect to the subject matter hereof. There
are no restrictions, agreements, promises, warranties, covenants or undertakings
other than those expressly set forth herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to the subject
matter hereof. This Agreement may be amended only by a written instrument duly
executed by the parties or their respective successors or assigns.
8. Counterparts; Facsimile Signatures. This Agreement may be
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executed in multiple counterparts, and such counterparts shall together
constitute one and the same instrument. Facsimile signatures shall have the same
binding effect as original signatures.
9. Governing Law. This Agreement shall be governed by the laws of
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the State of Delaware (excluding the effect of any principles of conflict of
laws which may otherwise be applicable).
[Signature Page Follows]
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IN WITNESS WHEREOF, this Agreement has been duly executed under seal
and delivered by the undersigned as of the day and year first above written.
SELLER:
DIRECTCOM, INC.
By:
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Name:
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Title:
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PURCHASER:
NORTH AMERICAN COMMUNICATIONS, INC.
By:
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Name:
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Title:
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