EXHIBIT 10.1
STOCK PURCHASE AND CONTRIBUTION AGREEMENT
This Stock Purchase and Contribution Agreement ("Agreement") is made and
entered into as of March 20, 2013 (the "Effective Date"), by and among Pimovi,
Inc., a Nevada corporation (the "Company"), Chancellor Group, Inc., a Nevada
corporation ("Chancellor") and Xxxxxx Xxxxxx ("Xxxxxx" and collectively with
Chancellor, the "Stockholders").
RECITALS
WHEREAS, the predecessor to the Company, a corporation of the same name
that was incorporated in the State of Delaware on November 16, 2012 pursuant to
such corporation's Certificate of Incorporation executed by Xxxxx Xxxxxx as
Incorporator and filed in the office of the Secretary of State of the State of
Delaware on November 16, 2012 (the "Former Pimovi");
WHEREAS, the Board of Directors of Former Pimovi felt it was in the best
interest of Former Pimovi that it be incorporated in the State of Nevada rather
than the State of Delaware;
WHEREAS, the Board of Directors of Former Pimovi caused Former Pimovi to be
dissolved pursuant to that certain Certificate of Dissolution filed in the
office of the Secretary of State of Delaware on or about March 13, 2013;
WHEREAS, Former Pimovi and the Company entered into that certain Assignment
and Assumption Agreement (the "Former Pimovi Agreement") to be effective as of
March 13, 2013, pursuant to which Former Pimovi assigned to the Company, and the
Company accepted and assumed from Former Pimovi, all of the assets and
liabilities of Former Pimovi (including, without limitation, all contracts to
which Former Pimovi was a party and all rights and obligations arising
therefrom);
WHEREAS, the Company was incorporated in the State of Nevada on March 13,
2013 pursuant to the Articles of Incorporation of the Company that were filed
with the Secretary of State of the State of Nevada on March 13, 2013;
WHEREAS, other than conducting matters relating to its organization and
incorporation and the approval of this Agreement and the Former Pimovi
Agreement, the Company has not actively conducted business or owned any material
assets or properties;
WHEREAS, Xxxxxx and Chancellor have formed the Company for the purpose of
engaging in the following business activities: (a) using proprietary algorithms
to create matches between what consumers want and media such as music, movies
and pictures located on or downloadable to mobile devices, including but not
limited to through the development and distribution of APIs, voice recognition
modules, websites and mobile apps for, but not limited to, Windows 8 mobile,
Apple iOS and Google Android supported by cloud service environments, including
by means of big data analysis, predictive analysis, pattern extraction and
pattern matching, including powering third-party media distributors and content
producers primarily on the mobile Internet, including by means of
transaction-sharing, licensing, white-labeling, subscriptions, virtual currency
and virtual goods; (b) creating photographic and other records of the activities
of the user and editing and assembling such records in a proprietary format; (c)
First Person Video Feed (FPVF(TM)) for sporting and other events from the eyes
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and different points of view of the athletes or other participants, including
but not limited to deploying a proprietary method of implementing existing app
based mobile technology (CamFusion); and (d) engaging in any related activities,
including mobile and computer gaming (collectively, the "Business");
WHEREAS, Xxxxxx and Chancellor entered into that certain Term Sheet for
Investment in Pimovi, Inc. effective as of January 11, 2013 (the "Term Sheet"),
which provided for, among other things, the issuance by the Company to the
Stockholders of shares of capital stock of Company in the amount and class set
forth next to such Stockholder's name on Schedule 1 hereto (collectively, the
"Shares"), for the consideration and on the terms set forth in this Agreement;
WHEREAS, as consideration for the Shares and the Chancellor Shares (as
defined below), Xxxxxx has agreed to contribute to the Company certain
intellectual property rights and assets as set forth in more detail in the
Co-Founder Agreement (as defined below) (all such rights and assets
collectively, the "Assets");
WHEREAS, as consideration for the Shares, Chancellor has agreed to
contribute to the Company $250,000.00 (less (i) $143,035 in fees and expenses
already paid by Chancellor on behalf of the Company prior to Closing and (ii)
subject to the terms of Section 1.6 below, less certain additional patent fees,
attorneys' fees and filing fees paid by Chancellor in connection with the
Company's formation and certain related matters for the benefit of the Company
(collectively, the "Reimbursable Expenses")) on the terms and conditions set
forth herein; and
WHEREAS, in connection with the aforementioned transactions, Chancellor is
issuing to Xxxxxx 1,000,000 shares of common stock in Chancellor Group Inc. (the
"Primary Chancellor-Issued Shares") at the Closing (as defined below) and,
subject to the completion by Xxxxxx of certain milestones set by the Board of
Directors of Chancellor (the "Chancellor Board"), in its sole and absolute
discretion after good faith negotiations with Xxxxxx, which milestones may
pertain to such things as first regular revenue stream for any phone
application, website or other IT business activity, licensing or other
agreements which, in the reasonable determination of the Chancellor Board, may
add value to Chancellor, promptly after the date Xxxxxx has completed such
milestone to the satisfaction of the Chancellor Board, Chancellor may issue to
Xxxxxx such additional Chancellor-Issued Shares as the Chancellor Board may
determine to be appropriate, in its sole and absolute discretion (the "Secondary
Chancellor-Issued Shares" and collectively with the Primary Chancellor-Issued
Shares, the "Chancellor Shares").
NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements set forth and for other good and valuable consideration, the
adequacy, sufficiency and receipt of which are hereby acknowledged, the parties
agree as follows:
ARTICLE I. SALE AND TRANSFER OF SHARES; CLOSING
1.1 Shares. Effective as of the Effective Time, Franks and Chancellor will
purchase the Shares from the Company, and Company will issue and sell the Shares
to Xxxxxx and Chancellor for the consideration and on the terms set forth in
this Agreement. The Parties hereto acknowledge and agree that, until
Chancellor's entire contribution of $250,000 (less $143.035 in consulting fees
and expenses already paid by Chancellor on behalf of the Company prior to
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Closing) to the Company is complete, the Shares delivered to Chancellor shall be
subject to the terms of Section 78.220 of the Nevada Revised Statutes ("NRS")
and all other applicable provisions of the NRS until such contribution is
complete.
1.2 Chancellor Closing Deliveries. At the Closing (as defined below),
Chancellor will deliver to Xxxxxx, a stock certificate evidencing 1,000,000
shares of common stock of Chancellor Group Inc.
1.3 Xxxxxx Closing Deliveries. At the Closing, Xxxxxx will deliver:
(a) to the Company, a Co-Founder Agreement in substantially the form
attached hereto as Exhibit A (the "Co-Founder Agreement") that has been duly
executed by Xxxxxx; and
(b) to the Company and Chancellor, such subscription materials (and any and
all other instruments or documents) as the Company and Chancellor may reasonably
require in connection with the issuance of the Shares or the Chancellor Shares.
1.4 Company Closing Deliverables. At the Closing, the Company will deliver
(a) to Xxxxxx, a Co-Founder Agreement that has been duly executed by the
Company;
(b) to Xxxxxx, a stock certificate representing 3,900 shares of common
stock, $0.0001 par value per share, of the Company; and
(c) to Chancellor, a stock certificate representing 6,100 shares of Series
A Preferred Stock, $0.0001 par value per share, of the Company.
1.5 Closing. The closing of the transactions contemplated by this Agreement
(the "Closing") shall take place electronically via facsimile or portable
document format (pdf), as agreed by the Parties, at 10:00 a.m. (Central time) on
March 20, 2013 or at such other time and date as may be agreed upon by the
parties hereto (the time and date upon which the Closing actually occurs being
referred to herein as the "Closing Date"), provided that if such Parties
mutually agree to a physical closing then the Closing shall occur on the Closing
Date at the offices of Xxxxx Xxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxx Xxxxx,
Xxxxx 00000. The Closing shall be effective at 11:59 p.m. (Central time) on the
Closing Date (the "Effective Time"). All proceedings to be taken and all
documents to be executed and delivered by the Parties at the Closing will be
deemed to have been taken and executed simultaneously, and no proceedings will
be deemed to have been taken nor documents executed or delivered until all have
been taken, executed and delivered.
1.6 Post-Closing Deliverables.
(a) Chancellor shall contribute to the Company $250,000 (less (i) $143,035
in fees and expenses already paid by Chancellor on behalf of the Company prior
to Closing and (ii) the Reimbursable Expenses; provided, however that the
Reimbursable Expenses shall only be deducted from Chancellor's contribution at
such time as Chancellor and Xxxxxx have reasonably agreed after good faith
negotiations that they reasonably expect the Company to generate a profit in the
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30 day period following the date of such negotiations) to be provided as funding
in tranches of not more than $30,000 per month over approximately eight months
after the Effective Time or in such smaller or larger tranches as the parties
shall agree subject to good faith negotiations.
(b) To the extent all or a portion of the Reimbursable Expenses were not
deducted from Chancellor's contribution in Section 1.6(a), the Company shall
reimburse Chancellor for those Reimbursable Expenses that were not so deducted
promptly after the date upon which Chancellor and Xxxxxx notify the Board of
Directors of the Company that they reasonably expect the Company to generate a
profit in the 30 day period following the date of negotiations between
Chancellor and Xxxxxx with respect to such matters. Xxxxxx agrees to engage in
such negotiations upon Chancellor's reasonable request at any time.
(c) Subject to the completion by Franks of certain milestones set by the
Chancellor Board, in its sole and absolute discretion after good faith
negotiations with Xxxxxx, which milestones may pertain to such things as first
regular revenue stream for any phone application, website or other IT business
activity, licensing or other agreements which, in the reasonable determination
of the Chancellor Board, may add value to Chancellor, promptly after the date
Xxxxxx has completed such milestone to the satisfaction of the Chancellor Board,
Chancellor may issue to Xxxxxx such additional Chancellor-Issued Shares as the
Chancellor Board may determine to be appropriate, in its sole and absolute
discretion. Notwithstanding anything to the contrary in this Agreement, if any,
Chancellor shall not be required to issue any Chancellor-Issued Shares to Xxxxxx
to the extent such issuance could, in the reasonable determination of the
Chancellor Board or its advisors, constitute a violation of any applicable law,
rule or regulation or otherwise cause Chancellor to lose any exemption from
registration it may have under applicable laws, rules and regulations.
ARTICLE II. REPRESENTATIONS AND WARRANTIES OF FRANKS
Xxxxxx hereby represents and warrants to Chancellor and the Company that,
as of the Closing Date:
2.1 Xxxxxx has all requisite power and authority to execute and deliver
this Agreement and the Assets and to perform all of his obligations under this
Agreement and the Co-Founder Agreement.
2.2 The execution and delivery by Xxxxxx of this Agreement and such other
instruments, agreements and transactions as may be contemplated hereunder and
the consummation by Xxxxxx of the transactions contemplated hereby and
thereunder will not (i) violate any law, statute, rule or regulation or
judgment, order, writ, injunction or decree of any court, administrative agency
or governmental body, or (ii) conflict with, result in any breach of, or
constitute a default (or an event which with notice or lapse of time or both
would become a default) under any agreement to which Xxxxxx is a party.
2.3 Xxxxxx is the sole owner and holder of the Assets, free and clear of
all liens and other encumbrances, and that Xxxxxx has not (a) transferred, sold,
pledged, hypothecated or otherwise encumbered any of the Assets or (b) entered
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into any agreement, arrangement or understanding (written or oral) to transfer,
sell, pledge, hypothecate or otherwise encumber any of the Assets.
2.4 The Assets do not, and the transfer thereof to the Company and the use
thereof by the Company in its business will not, directly or indirectly, in
whole or in part, infringe upon the intellectual property rights of any third
party or violate any applicable laws, rules or regulations.
2.5 Xxxxxx has not incurred and will not incur, directly or indirectly, as
a result of any action taken or permitted to be taken by or on behalf of Franks,
any liability or obligation to pay any fees or commissions to any broker, finder
or agent in connection with the execution and performance of the transactions
contemplated herein for which Chancellor or the Company could become liable or
obligated.
2.6 Xxxxxx does not, directly or indirectly, own any equity interest in any
business that competes with the Company's business other than ownership of
shares of stock of any corporation having a class of equity securities actively
traded on a national securities exchange or on the NASDAQ Stock Market which
represent, in the aggregate, not more than one percent (1%) of such
corporation's issued and outstanding shares as determined on a fully diluted
basis.
2.7 Xxxxxx is aware and understands that: (i) neither the Shares nor the
Chancellor Shares have been registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act" or the "Act"), the securities laws of any state or
the securities laws of any other jurisdiction, nor is such registration
contemplated; and (ii) no governmental or regulatory agency has passed upon or
will pass upon the Shares or the Chancellor Shares or has made or will make any
finding or determination as to the fairness of investment in the Shares or the
Chancellor Shares.
2.8 Xxxxxx is aware and understands that the issuance and sale of the
Shares and the Chancellor Shares are intended to be exempt from registration
under the Act by virtue of Section 4(2) of the Act and/or the provisions of the
regulations promulgated thereunder. In particular, Xxxxxx is aware and
understands that:
(a) Xxxxxx must bear the economic risk of an investment in the Shares and
Chancellor Shares for an indefinite period of time because, among other things,
(A) the Shares and Chancellor Shares have not been registered under the Act and,
therefore, cannot be sold unless they are subsequently registered under the Act
or an exemption from such registration is available, (B) the Shares and
Chancellor Shares have not been registered under applicable state securities
laws and, therefore, cannot be sold unless they are registered under applicable
state securities laws or an exemption from such registration is available, and
(C) there are substantial restrictions on the transferability of the Shares and
Chancellor Shares under the governing documents of the Company and Chancellor
(including, without limitation, with respect to the Company, its Articles of
Incorporation, as amended from time to time, and the Stockholders Agreement
entered into on or about the date hereof by and among the Company, Chancellor
and Xxxxxx; and with respect to Chancellor, its Articles of Incorporation, as
amended, and Bylaws) (all such governing documents collectively, the "Governing
Documents") and applicable law;
(b) there is no established market for the Shares and no market (public or
otherwise) for the Shares will develop in the foreseeable future, if ever;
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(c) Xxxxxx has no rights to require that the Shares or the Chancellor
Shares be registered under the Act or the securities laws of various states, and
Franks will not be able to avail himself of the provisions of Rule 144 adopted
by the Securities and Exchange Commission under the Act with respect to sales of
the Shares; and
(d) the Company and Chancellor will rely upon an exemption from
registration which requires Xxxxxx to be an "accredited investor" (as defined in
Rule 501(a) of Regulation D promulgated under the Act, an "Accredited
Investor").
2.9 Xxxxxx is an Accredited Investor within the meaning of Rule 501(a) of
Regulation D promulgated under the Act.
2.10 Xxxxxx has been advised and understands that his investment in the
Shares and the Chancellor Shares is illiquid and involves a high degree of risk.
Xxxxxx is solvent and not under receivership, has not become subject to
bankruptcy or any similar proceeding, has no need for liquidity in his
investment in the Shares and/or the Chancellor Shares, has adequate means of
providing for his current liabilities or other contingencies, has the ability to
bear the economic risk of his investment in the Shares and/or the Chancellor
Shares and at the present time and in the foreseeable future can afford a
complete loss of his investment in the Shares and/or the Chancellor Shares.
There are no actions, suits or proceedings pending, or, to the knowledge of
Xxxxxx, threatened against or affecting Franks or the assets of Franks in any
court or before or by any U.S. federal, state, municipal, foreign or other
governmental department, commission, board, bureau, agency or instrumentality
which, if adversely determined, would impair the ability of Franks to perform
his obligations in this Agreement as provided herein. Xxxxxx'x overall
commitment to investments that are not readily marketable is not
disproportionate to Xxxxxx'x net worth, and his investment in the Shares and the
Chancellor Shares will not cause such overall commitment to become excessive.
Xxxxxx has the capacity to protect his own interest in purchasing the Shares and
the Chancellor Shares and has determined that the Shares and Chancellor Shares
are suitable investments for him.
2.11 Xxxxxx has been furnished with, and has read, understands and is fully
familiar with, this Agreement and the Governing Documents of the Company and
Chancellor, has received no general solicitation or advertisements and has
attended no public seminar or other public promotional meeting relating to
investments in the Shares or the Chancellor Shares. No representations or
warranties have been made to Xxxxxx by the Company, Chancellor or any partner,
member, officer, employee, agent, affiliate or subsidiary of either of them,
other than the representations of the Company and Chancellor in this Agreement.
Xxxxxx has not reproduced, duplicated or delivered this Agreement and/or any
other documents which may have been made available upon request to any other
person, except Xxxxxx'x professional advisors.
2.12 Except as specifically stated in this Agreement, Xxxxxx is acquiring
the Shares and the Chancellor Shares solely for investment for his own account
and not for the benefit or account of any other person or entity, and has no
present agreement, understanding, intention or arrangement to sell, resell,
assign, transfer or otherwise dispose of all or any part of the Shares or
Chancellor Shares to any other person or entity notwithstanding any financing
arrangement entered into by Franks to acquire the Shares or Chancellor Shares.
Notwithstanding any other provision of this Agreement, Xxxxxx shall not sell,
exchange, transfer, assign, pledge, hypothecate or otherwise dispose of all or
any part of the Shares or the Chancellor Shares (or purport to do so) except as
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permitted by applicable securities laws and by the Governing Documents of the
Company and Chancellor, as the same may be amended from time to time.
2.13 In formulating a decision to invest in the Shares and the Chancellor
Shares, Xxxxxx has not relied or acted on the basis of any representations or
other information, including, without limitation, any outside information
purported to be given on behalf of the Company, Chancellor or any of their
respective affiliates, officers, directors, partners, employees or
representatives (it being understood that no person has been authorized by the
Company or Chancellor to furnish any representations or other information).
2.14 Xxxxxx has, or has been given, access to or has been furnished all
information regarding the Company and Chancellor and their proposed businesses
that Franks desires to receive or review in order to evaluate the merits and
risks of investing in the Shares and Chancellor Shares and has been given the
opportunity to ask questions of, and receive answers from, the Company and
Chancellor and its representatives concerning the terms of the investment in the
Shares and Chancellor Shares.
2.15 With respect to any financial projections or estimates regarding
possible future operations of the Company and/or Chancellor that have been
furnished to Franks, Xxxxxx is aware and understands that:
(a) the Company is a "start-up" and has no financial or operating history;
(b) such projections and estimates were developed using certain assumptions
for which the Company, Chancellor or their respective representatives believed
they had a reasonable basis at the time of preparation;
(c) such projections and estimates, and the underlying assumptions, are
inherently subject to significant uncertainties and contingencies, many of which
are beyond the Company's, Chancellor's or their respective representatives'
control, and therefore actual results are likely to vary considerably from those
projected or estimated;
(d) such projections and estimates were not prepared with a view to
compliance with published guidelines of the American Institute of Certified
Public Accountants regarding forecasts or with generally accepted accounting
principles; and
(e) such projections and estimates have not been reviewed by independent
accountants.
2.16 Xxxxxx is aware and understands that there are substantial risks of
loss of investment incidental to the purchase of the Shares and Chancellor
Shares, including those summarized in this Agreement and, with respect to
Chancellor, those in Chancellor's filings with the U.S. Securities and Exchange
Commission.
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ARTICLE III. REPRESENTATIONS AND WARRANTIES OF CHANCELLOR
Chancellor hereby represents and warrants to Xxxxxx and the Company that,
as of the Closing Date, Chancellor has all corporate power and authority to
execute and deliver this Agreement and to perform its obligations under this
Agreement.
Chancellor hereby further represents and warrants solely to the Company
that, as of the Closing Date:
3.1 Chancellor is aware and understands that: (i) the Shares have not been
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act" or the "Act"), the securities laws of any state or the securities laws of
any other jurisdiction, nor is such registration contemplated; and (ii) no
governmental or regulatory agency has passed upon or will pass upon the Shares
or has made or will make any finding or determination as to the fairness of
investment in the Shares.
3.2 Chancellor is aware and understands that the issuance and sale of the
Shares are intended to be exempt from registration under the Act by virtue of
Section 4(2) of the Act and/or the provisions of the regulations promulgated
thereunder. In particular, Chancellor is aware and understands that:
(a) Chancellor must bear the economic risk of an investment in the Shares
for an indefinite period of time because, among other things, (A) the Shares
have not been registered under the Act and, therefore, cannot be sold unless
they are subsequently registered under the Act or an exemption from such
registration is available, (B) the Shares have not been registered under
applicable state securities laws and, therefore, cannot be sold unless they are
registered under applicable state securities laws or an exemption from such
registration is available, and (C) there are substantial restrictions on the
transferability of the Shares under the Governing Documents of the Company and
applicable law;
(b) there is no established market for the Shares and no market (public or
otherwise) for the Shares will develop in the foreseeable future, if ever;
(c) Chancellor and the other stockholders in the Company have no rights to
require that the Shares be registered under the Act or the securities laws of
various states, and Chancellor will not be able to avail itself of the
provisions of Rule 144 adopted by the Securities and Exchange Commission under
the Act; and
(d) the Company will rely upon an exemption from registration which
requires each investor in the Company to be an "accredited investor" (as defined
in Rule 501(a) of Regulation D promulgated under the Act, an "Accredited
Investor").
3.3 Chancellor is an Accredited Investor within the meaning of Rule 501(a)
of Regulation D promulgated under the Act.
3.4 Chancellor has been advised and understands that its investment in the
Shares is illiquid and involves a high degree of risk. Chancellor is solvent and
not under receivership, has not become subject to bankruptcy or any similar
proceeding, has no need for liquidity in its investment in the Shares, has
adequate means of providing for its current liabilities or other contingencies,
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has the ability to bear the economic risk of its investment in the Shares and at
the present time and in the foreseeable future can afford a complete loss of its
investment in the Shares. There are no actions, suits or proceedings pending,
or, to the knowledge of Chancellor, threatened against or affecting Chancellor
or the assets of Chancellor in any court or before or by any U.S. federal,
state, municipal, foreign or other governmental department, commission, board,
bureau, agency or instrumentality which, if adversely determined, would impair
the ability of Chancellor to perform its obligations under this Agreement as
provided herein. Chancellor has the capacity to protect its own interest in
purchasing the Shares and has determined that the Shares are suitable for it.
3.5 Chancellor has been furnished with, and has read, understands and is
fully familiar with, this Agreement and the Governing Documents of the Company,
has received no general solicitation or advertisements and has attended no
public seminar or other public promotional meeting relating to investments in
the Shares. No representations or warranties have been made to Chancellor by the
Company or any partner, member, officer, employee, agent, affiliate or
subsidiary of it, other than the representations of the Company in this
Agreement.
3.6 Except as specifically stated in this Agreement, Chancellor is
acquiring the Shares solely for investment for its own account and not for the
benefit or account of any other person or entity, and has no present agreement,
understanding, intention or arrangement to sell, resell, assign, transfer or
otherwise dispose of all or any part of the Shares to any other person or entity
notwithstanding any financing arrangement entered into by Chancellor to acquire
the Shares. Notwithstanding any other provision of this Agreement, Chancellor
shall not sell, exchange, transfer, assign, pledge, hypothecate or otherwise
dispose of all or any part of the Shares (or purport to do so) except as
permitted by applicable securities laws and by the Governing Documents of the
Company, as the same may be amended from time to time.
3.7 Chancellor has, or has been given, access to or has been furnished all
information regarding the Company and its proposed business that Chancellor
desires to receive or review in order to evaluate the merits and risks of
purchasing the Shares and has been given the opportunity to ask questions of,
and receive answers from, the Company and its representatives concerning the
terms of purchasing the Shares.
3.8 With respect to any financial projections or estimates regarding
possible future operations of the Company that have been furnished to
Chancellor, Chancellor is aware and understands that:
(a) the Company is a "start-up" and has no financial or operating history;
(b) such projections and estimates were developed using certain assumptions
for which the Company or its respective representatives believed they had a
reasonable basis at the time of preparation;
(c) such projections and estimates, and the underlying assumptions, are
inherently subject to significant uncertainties and contingencies, many of which
are beyond the Company's or its representatives' control, and therefore actual
results are likely to vary considerably from those projected or estimated;
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(d) such projections and estimates were not prepared with a view to
compliance with published guidelines of the American Institute of Certified
Public Accountants regarding forecasts or with generally accepted accounting
principles; and
(e) such projections and estimates have not been reviewed by independent
accountants.
3.9 Chancellor is aware and understands that there are substantial risks of
loss incidental to the purchase of the Shares, including those summarized in
this Agreement.
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF COMPANY
The Company hereby represents and warrants to Chancellor and Xxxxxx that,
as of the Closing Date:
4.1 Organization and Authority. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada. The Company has full corporate power and authority to execute and
deliver this Agreement and such other instruments, agreements and transactions
as may be contemplated hereunder, and to perform its obligations hereunder and
thereunder. All corporate acts and other proceedings required to be taken by or
on the part of Company to authorize Company to execute, deliver and perform this
Agreement and such other instruments, agreements and transactions as may be
contemplated hereunder, have been duly and properly taken. This Agreement has
been duly executed and delivered by Company and constitutes the legal, valid and
binding obligation of Company enforceable in accordance with its terms subject,
as to enforcement of remedies, to bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally or general
equitable principles.
4.2 No Conflict or Violation. The execution and delivery by Company of this
Agreement and such other instruments, agreements and transactions as may be
contemplated hereunder and the consummation by Company of the transactions
contemplated hereby and thereunder will not (i) violate any law, statute, rule
or regulation or judgment, order, writ, injunction or decree of any court,
administrative agency or governmental body, or (ii) conflict with, result in any
breach of, or constitute a default (or an event which with notice or lapse of
time or both would become a default) under the Articles of Incorporation or
by-laws of Company or, to Company's knowledge, any agreement to which Company is
a party.
4.3 Consents and Approvals. No notice to, declaration, filing or
registration with, or authorization, consent or approval of, or permit from, any
domestic or foreign governmental or regulatory body or authority, or any other
person or entity, is required to be made or obtained by Company in connection
with the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby.
4.4 Company Securities. The Shares have been duly authorized and, when
issued and fully paid for in accordance with this Agreement, will be validly
issued, fully paid and nonassessable, with no personal liability attaching to
the ownership thereof and will be free and clear of any encumbrances imposed by
or through Company except as set forth in this Agreement and applicable federal
and state securities laws.
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4.5 Conduct of Business. Other than conducting matters relating to its
organization and incorporation and the approval of this Agreement, Company has
not actively conducted business or owned any material assets or properties.
ARTICLE V. INDEMNIFICATION
5.1 XXXXXX RELEASE AND INDEMNIFICATION. Xxxxxx hereby unconditionally and
irrevocably releases, relinquishes, remises and forever discharges, AND AGREES
TO INDEMNIFY AND HOLD HARMLESS, each of Chancellor and the Company, and its
affiliates, and its and their respective shareholders, officers, directors,
employees, agents and other representatives (collectively, "Xxxxxx Indemnified
Parties") from and against any and all claims, complaints, demands, causes of
actions, suits, charges, damages, debts, obligations and liabilities of every
kind and nature, whether known or unknown, both at law (whether common law,
statutory or otherwise) arising from or relating in any way, directly or
indirectly, to (a) the Assets, (b) any breach by Xxxxxx of this Agreement, the
Co-Founder Agreement or any of the representations and warranties contained
therein, or (c) any claim that any of the Assets or any technology based on or
incorporating, in whole or in part, any of the Assets, violates the intellectual
property rights of any third party.
5.2 CHANCELLOR RELEASE AND INDEMNIFICATION. Chancellor hereby
unconditionally and irrevocably releases, relinquishes, remises and forever
discharges, AND AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS, each of Xxxxxx
and the Company from and against any and all claims, complaints, demands, causes
of actions, suits, charges, damages, debts, obligations and liabilities of every
kind and nature, whether known or unknown, both at law (whether common law,
statutory or otherwise), arising from or relating in any way, directly or
indirectly, to any breach by Chancellor of this Agreement or any of the
representations and warranties made herein by Chancellor; provided, however,
that Chancellor shall not have any liability to Franks arising out of a breach
of the representations and warranties made solely to the Company in Article III
hereof.
5.3 COMPANY RELEASE AND INDEMNIFICATION. Company hereby unconditionally and
irrevocably releases, relinquishes, remises and forever discharges, AND AGREES
TO INDEMNIFY, DEFEND AND HOLD HARMLESS, each of Franks and Chancellor, and its
affiliates, and its and their respective directors, officers, employees,
partners, members and shareholders from and against any and all claims,
complaints, demands, causes of actions, suits, charges, damages, debts,
obligations and liabilities of every kind and nature, whether known or unknown,
both at law (whether common law, statutory or otherwise), arising from or
relating in any way, directly or indirectly, to any breach by the Company of
this Agreement or any of the representations and warranties made herein by the
Company.
ARTICLE VI. GENERAL PROVISIONS
6.1 Further Assurances. The parties agree (a) to furnish upon request to
each other such further information, (b) to execute and deliver to each other
such other documents, and (c) to do such other acts and things, all as the other
party may reasonably request for the purpose of carrying out the intent of this
Agreement and the documents referred to in this Agreement.
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6.2 Survival. The terms of this Agreement (including, without limitation,
the indemnification obligations, covenants and representations and warranties
contained herein) will survive the Closing.
6.3 Expenses. Xxxxxx and Chancellor will each pay all of their own fees,
costs and expenses (including, without limitation, fees, costs and expenses of
legal counsel, accountants, investment bankers, brokers or other representatives
and consultants and appraisal fees, costs and expenses) incurred in connection
with the negotiation of this Agreement, the performance of their obligations
hereunder and the consummation of the transactions contemplated herein.
6.4 Severability. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.
6.5 Governing Law. This Agreement will be governed by the laws of the State
of Texas without regard to conflicts of laws principles. Each party hereto
agrees that all disputes relating to the subject matter hereof shall be
initiated and maintained exclusively in the courts of Reno, Nevada, which courts
shall have exclusive jurisdiction, and each party agrees to submit to the
personal jurisdiction of such courts with respect to all such disputes.
6.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.
6.7 Entire Agreement. This Agreement, the Exhibits and Schedules hereto and
the ancillary documents referenced herein constitute the entire agreement of the
parties hereto with respect to the subject matter hereof.
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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
effective as of the date first written above.
COMPANY:
PIMOVI, INC.,
a Nevada corporation
By: /s/ Xxxxxxx Xxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxx
------------------------------------------
Title: Chief Executive Officer
-----------------------------------------
STOCKHOLDERS:
CHANCELLOR GROUP, INC.,
a Nevada corporation
By: /s/ Xxxxxxx Xxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxx
------------------------------------------
Title: Chief Executive Officer
-----------------------------------------
Address for notices:
-----------------------------------------------
-----------------------------------------------
/s/ Xxxxxx Xxxxxx
-----------------------------------------------
Xxxxxx Xxxxxx
Address for notices:
-----------------------------------------------
-----------------------------------------------
Signature Page to Stock Purchase Agreement
EXHIBIT A
Form of Co-Founder Agreement
[Attached]
SCHEDULE 1
Pimovi Shares
Stockholder Class of Shares Number of Shares
----------- --------------- ----------------
Chancellor Group, Inc. Series A Preferred Stock 6,100
Xxxxxx Xxxxxx Common Stock 3,900
