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Exhibit 10.5
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made this 1 day of October, 1998, by and between
REALM PRODUCTION & ENTERTAINMENT, INC., hereinafter referred to as, "PURCHASER"
and XXXXXX XXXXXXX and BRT VIDEO, INC., hereinafter referred to as, "SELLER" and
"CORPORATION", respectively.
WITNESSETH:
WHEREAS, Seller is the owner of Five Thousand (5,000) shares of the
outstanding stock of that certain Florida Corporation known as, BRT VIDEO, INC.,
hereinafter referred to as, "CORPORATION", and;
WHEREAS, SELLER is willing to sell and PURCHASER is willing to
purchase EIGHTY PERCENT (80%) of the outstanding shares or a total of FOUR
THOUSAND SHARES (4,000) of the stock of the CORPORATION in exchange for FIFTY
THOUSAND (50,000) SHARES of the stock in REALM, a publicly traded corporation,
NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration, the mutual promises herein contained and
other good and valuable consideration, the parties hereto agree as follows:
1. Seller agrees to sell to Purchaser, and Purchaser agrees to
purchase from Seller, for the sum of FIFTY Thousand shares in REALM, Eight
Hundred (800) Shares of the stock of BRT VIDEO, INC., said exchange of stock to
be consummated at closing.
2. REALM shall transfer evidence of FIFTY THOUSAND (50,000) shares of
stock to XXXXXX XXXXXXX simultaneously with the issuance of a stock certificate
for FOUR THOUSAND (4,000) shares of stock in BRT VIDEO, INC. to purchaser.
3. The Corporation or Seller, at the request of Purchaser, shall
execute and deliver to Purchaser all such further assignments, endorsements, and
other documents as Purchaser may reasonably request in order to perfect the sale
of said stock to Purchaser.
4. The Corporation and Seller represent and warrant as follows:
A. That the business being purchased herein is operated in
accordance with the Laws of the State of Florida; and that all rules and
regulations pertaining to the business assets, have been complied with.
B. The corporation has a total of Five Thousand (5,000)
authorized capital stock, of which Five Thousand (5,000) are issued and
outstanding, the ownership of which is as follows:
XXXXXX XXXXXXX -- 5,000 Shares
C. That the CORPORATION is a Florida Corporation, active and in
good standing through and including the date hereof.
D. That Seller has good title to the stock as described herein,
free and clear of all encumbrances, liens and claims whatsoever, with full right
and authority to sell and deliver the same pursuant to the terms of this
Agreement, and upon delivery and payment for the stock, as herein provided,
Purchaser and/or his assigns, will receive good and marketable title to the
stock, free and clear of all liens and claims whatsoever.
E. The warranties and representations as set out herein, shall
survive the closing.
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5. Both REALM PRODUCTION & ENTERTAINMENT, INC. and BRT VIDEO, INC.
acknowledge the only fees specifically related to this transaction are as
follows:
A. XXXX XXXXX $15,000 and 1,500 Restricted Common Shares of REALM.
B. XXXX XXXXXX 2,000 Restricted Common Shares of REALM.
C. XXXX X. CASE, 1,000 Restricted Common Shares of REALM.
6. It is agreed between the parties that this Agreement may be altered or
modified only by an Agreement in writing, signed by all parties.
7. This Agreement shall be binding and shall inure to the benefit of the
parties and their equal representatives, successors and assigns.
8. This Agreement may only be consigned with the prior written consent of
both parties; such consent not to be unreasonably withheld and shall be binding
upon any and all such Assignees.
PLEASE NOTE: ALL STOCK ISSUED BY REALM, INCLUDING THE 50,000 COMMON SHARES
ISSUED TO XXXXXX XXXXXXX, HAS A RESTRICTIVE LEGEND AS FOLLOWS AND CANNOT BE
SOLD, TRANSFERRED OR HYPOTHECATED UNTIL MARCH 31, 2001:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND SAID SHARES CANNOT BE SOLD,
TRANSFERRED, DISPOSED OF, PLEDGED OR HYPOTHECATED IN ANY MANNER WHATSOEVER
UNLESS REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR, IF IN
THE OPINION OF COMPANY COUNSEL, AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS IS, IN FACT, APPLICABLE TO SAID SHARES."
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals the day and year first above written.
WITNESSES:
/s/ /s/
----------------------------- ----------------------------------------
REALM PRODUCTION & ENTERTAINMENT, INC.,
Purchaser
/s/
-----------------------------
As to Purchaser
/s/ /s/ XXXXXX XXXXXXX
----------------------------- -----------------------------------------
XXXXXX XXXXXXX, Seller
/s/
-----------------------------
As to Seller
/s/ BRT VIDEO, INC.
----------------------------- a Florida Corporation
/s/ By: /s/ XXXXXX XXXXXXX
----------------------------- -------------------------------------
As to Corporation Xxxxxx Xxxxxxx, President
[XXXXXX X. XXXXXX]
[SEAL]
[NOTARY PUBLIC STATE OF FLORIDA]
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