EXHIBIT 2
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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement (this "AGREEMENT"), dated November 25, 2002, by and
between Xxxxxxx X. Xxxx (the "SELLER") and Invemed Catalyst Fund, L.P., a
Delaware limited partnership (the "PURCHASER").
1. On the date hereof, Purchaser shall purchase and Seller shall
sell (the "SALE"), all right, title and interest in (a) 74,074 shares of Common
Stock, par value $0.01 (the "COMMON SHARES"), of Key3Media Group, Inc.(the
"COMPANY"), and (b) 80,000 shares of Series B 5.5% Convertible Redeemable
Preferred Stock, par value $0.01 per share (the "PREFERRED SHARES" and together
with the Common Shares, the "SHARES"), held by Seller for an aggregate price of
$2.00 in immediately available United States funds (the "PURCHASE PRICE").
2. On the date hereof, (a) Seller shall deliver to Purchaser a
certificate representing the Common Shares and a certificate representing the
Preferred Shares, each duly endorsed in blank or accompanied by a duly executed
stock power, in proper form for transfer, (b) Purchaser shall deliver to Seller
the Purchase Price by wire transfer of immediately available funds or check made
out to Seller.
3. In order to induce Purchaser to effect the Sale, and in
consideration therefor, Seller hereby represents and warrants to, and covenants
with, Purchaser that (a) Seller owns beneficially and of record the Shares sold
by him and has good and valid title to such Shares, free and clear of any
mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, lien or
preference, priority, right or other security interest (collectively, "LIENS"),
(b) upon delivery to Purchaser of the stock certificates representing Seller's
Shares and payment therefor, Purchaser shall acquire good and valid title to
such Shares, free and clear of all Liens, other than those created by Purchaser,
and (c) the Shares represent all the shares of capital stock owned by Seller in
the Company.
4. In order to induce Seller to effect the Sale, and in
consideration therefor, Purchaser hereby represents and warrants to, and
covenants with, Seller that Purchaser has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of its purchase of the Shares hereunder. Purchaser is an "accredited
investor" within the meaning of Rule 501 promulgated under the Securities Act.
Purchaser is acquiring the Shares for investment and not with a view toward or
for sale in connection with any distribution thereof in violation of any federal
or state securities or "blue sky" laws, or with the present intention of
distributing or selling such Shares in violation of any federal or state
securities or "blue sky" law. Purchaser understands and agrees that the
Preferred Shares may not be sold, transferred, offered for sale, pledged,
hypothecated or otherwise disposed of without registration under the Securities
Act or pursuant to an exemption therefrom. Purchaser understands and agrees that
the Preferred Shares may not be sold, transferred, offered for sale, pledged,
hypothecated or otherwise disposed of without compliance with state, local and
foreign securities laws (in each case to the extent applicable).
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5. Neither party has made and makes any representation or
warranty, whether express or implied, of any kind or character except as
expressly set forth in this Agreement and neither party has any obligations to
the other, whether express or implied.
6. This Agreement may be executed in counterparts, with all such
counterparts together constituting one instrument. This Agreement may be
executed and delivered by facsimile, followed promptly upon request by delivery
of the original.
7. In the event any provision of this Agreement shall be
determined to be invalid or unenforceable by any court of competent
jurisdiction, the remainder of this Agreement shall be effected thereby in any
invalid or unenforceable provision shall be reformed so as to be valid and
enforceable to the full extent permitted by law.
8. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns. No waiver or
modification of this Agreement shall be enforceable unless it is in writing,
making specific reference to this Agreement and signed by all parties hereto.
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York, without regard to the conflict of laws provisions
thereof.
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Invemed Catalyst Fund, L.P.
By: Invemed Catalyst GenPar, LLC,
general partner
By: Gladwyne Catalyst GenPar, LLC,
managing member
By: /s/ Xxxxxxx Present
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Name: Xxxxxxx Present
Title: Member
