EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is hereby entered into this
14th day of December, 2001 by and between a Company to be formed bearing a
likeness to the name, NYCLE Acquisition Corp., (the "Purchaser") and EVOLVE ONE,
INC., a Delaware corporation (the "Company").
WHEREAS, the Company is the owner of substantially all of the
outstanding capital stock of XxxXxxxxxxxxXxx.xxx, Inc., a Maine corporation
("TheBroadcastWeb"); and
WHEREAS, the Company desires to sell and the Purchaser desires to
acquire the capital stock interest of the Company in TheBroadcastWeb;
NOW, THEREFORE, in exchange for the mutual covenants and obligations
contained herein, the parties hereto agree as follows
1. The Company hereby sells, assigns and transfers to the Purchaser all of its
shares of the Common Stock of TheBroadcastWeb, representing 1,350 shares of
the total 1,500 shares of Common Stock of TheBroadcastWeb outstanding.
2. In consideration for the purchase of TheBroadcastWeb shares owned by the
Company, the Purchaser agrees to provide to the Company certain advertising
time, (valued at $100,000 for accounting purposes), for the benefit of the
Company consisting of two ad spots per hour, per format and for a period of
two years from the date of this Agreement. If for any reason the Purchaser
or any of its affiliates shall cease to conduct the operations of
TheBroadcastWeb during the two-year term, then the commitment to provide
such advertising shall terminate at such time as such operations are closed
down or become inoperative. If for any reason the operations or the stock
of TheBroadcastWeb are sold or transferred to any other party not
affiliated with the Purchaser, the commitment provided herein shall
continue in full force and effect.
3. The Purchaser acknowledges that it is generally familiar with the
operations of TheBroadcastWeb and has been provided with the opportunity to
undertake satisfactory due diligence procedures relevant to
TheBroadcastWeb.
4. This Agreement shall be binding upon the parties and their successors and
assigns and shall inure to the benefit of the parties and successors and
assigns. This Agreement and the rights and duties of the parties hereto
shall be construed and determined in accordance with the laws of the State
of Delaware.
5. The Purchaser shall not be liable for the inter-company payable due to
International Internet for the sum of $201,391.19 that includes all
stockholder loans. The Purchaser shall not be liable for any/all
outstanding debt federal, state and local taxes. The Purchaser shall not be
liable for any and all payroll obligations prior to December 15, 2001. The
Purchaser acknowledges there are vendor payables that will become the
responsibility of the Purchaser.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth above.
AUTHORIZED OFFICER (PURCHASER)
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: President, NYCLE, Inc.
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EVOLVE ONE, INC.
By: /s/ Xxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxxx
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Title: President / CEO
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