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EXHIBIT 3
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is made as of November 16,
1999, by and between Xxxxxxx X. Xxxxxxxxxx, individually and on behalf of the
entities set forth in the signature blocks below (the "Sellers") and TAG
Acquisition, LLC (the "Buyer").
1. The Sellers agree to sell, and the Buyer agrees to buy, 1,634,384 shares of
the common stock (the "Stock") of RMS Titanic, Inc., a Florida corporation,
at a purchase price of $3.00 per share.
2. The Sellers shall deliver to the Buyer certificates representing all
1,634,384 shares of the Stock (the "Certificates"). The Sellers shall also
deliver to the Buyer executed stock powers with respect to all such shares
in the form attached.
3. The Buyer shall place $4,903,152, representing the entire purchase price
for the Stock, into an escrow account at Patriot National Bank, Stamford,
Connecticut, to be held in escrow pending delivery of the Certificates, and
the executed stock powers.
4. The Sellers and Buyer agree that Buyer is purchasing the Certificates,
subject to irrevocable proxies (Exhibit A) previously issued and delivered
by the Sellers to Xxx Xxxxxxxx.
5. The Sellers represent and warrant that they hold clear title to the Stock
and have all power and authority to assign title to the same.
6. The Buyer hereby agrees to (i) indemnify, defend and hold harmless the
Sellers and each of their directors, officers, employees, trustees,
affiliates, agents and the shareholders from and against any and all
losses, damages, liabilities, costs and claims arising out of or based upon
this Agreement (other than breach thereof by the Sellers); and (ii)
reimburse the Sellers and each of their directors, officers, employees,
trustees, affiliates, agents and shareholders for any and all fees, costs
and expenses of any kind related thereto (including, without limitation,
any and all reasonable legal expenses.
BUYER:
TAG ACQUISITION, LLC
By: /s/ G. XXXXXXX XXXXXX
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G. Xxxxxxx Xxxxxx
Managing Partner
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/s/ XXXXXXX X. XXXXXXXXXX
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Xxxxxxx X. Xxxxxxxxxx
THE XXXXXXX X. XXXXXXXXXX
FAMILY LIMITED PARTNERSHIP
By: /s/ XXXXXXX X. XXXXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: General Partner
POST ROAD IRON WORKS, INC.
By: /s/ XXXXXXX X. XXXXXXXXXX
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SIGNATURE GUARANTEED Name: Xxxxxxx X. Xxxxxxxxxx
MEDALLION GUARANTEED Title: President
FIRST TENNESSEE BANK NATIONAL
ASSOCIATION POST ROAD IRON WORKS, INC.
/s/ PROFIT SHARING TRUST
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AUTHORIZED SIGNATURE By: /s/ XXXXXXX X. XXXXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Trustee
POST ROAD IRON WORKS, INC.
PENSION TRUST
By: /s/ XXXXXXX X. XXXXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Trustee
THE XXXXXXX X. XXXXXXXXXX
XXX ROLLOVER
By: /s/ XXXXXXX X. XXXXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Owner
