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Exhibit 10
STOCK PURCHASE AGREEMENT
NO. 000-BDTY-TSP02
This Stock Purchase Agreement (the "Agreement"), dated this 14th day of August,
2000, is entered into between BAD TOYS, INC., a Nevada corporation, and MYCOM
GROUP, INC., an Ohio corporation, with a principal address of 000 Xxxx Xxxxxx,
Xxxxx 0000, Xxxxxxxxxx, Xxxx 00000 (the "Seller"), represented by Xxxxxxxx
Xxxxxx, Executive Vice President, and TRICORP FINANCIAL, INC., a Delaware
corporation (the "Buyer") represented by Xxxxxxx X. Xxxxx, Xx. and Xxxxx Xxxxx,
with a principal address at 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxx Xxxxx,
Xxxxxxx 00000.
BAD TOYS, INC. and MYCOM GROUP, INC. represent to Buyer that they are in the
process of closing a merger between them, that the surviving corporation will be
BAD TOYS, INC. but that it will be renamed MYCOM GROUP, INC.
This Agreement supplants in its entirety any and all earlier Agreements between
the parties.
In consideration of the mutual covenants herein contained, and intending to be
legally bound thereby, the parties agree as follows:
1. PURCHASE STRUCTURE
a. Subject to the merger being effected between BAD TOYS, INC. and MYCOM
GROUP, INC. and to the terms and conditions hereinafter set forth, the
Buyer agrees to purchase six million (6,000,000) newly issued shares
of BAD TOYS, INC., CUSIP #056485 10 5, with symbol BDTY (the "Stock")
for the price of one United States dollar ($1.00) per share for a
total price of six million United States dollars ($6,000,000.00 USD).
The certificates for these shares will be exchanged for certificates
of MYCOM GROUP, INC. as soon as such certificates are available after
the merger between BAD TOYS, INC. and MYCOM GROUP, INC.
b. Buyer will make payment for the stock in two payments:
1) The first payment for fifty percent (50%) of the Stock Purchase
amount will be made within five (5) business days of the
delivery of the Stock; and
2) The second payment for the other fifty percent (50%) of the
Stock Purchase amount will be made within five (5) business days
of the date that the registration of the Stock for its resale
becomes effective.
3) The Buyer shall have no other recourse to other assets,
guarantees, or assignments of interest of the Seller, i.e., this
Stock Purchase Agreement is "non-recourse" as to any assets of
the Seller, other entity, or individually beyond the Stock.
BUYER ___ Page 1 of 4 Pages SELLER JC
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2. STOCK
a. All parties understand and agree that the Stock is newly issued and
will be subject to a Rule 144 restriction and legend as well as a
"hold back" restriction (i.e., until the shares represented by the
certificates have been paid for) which is also legended on the share
certificate(s). However, it has been represented that there are not
other restrictions, whether legended or not, that apply to the Stock.
b. The Stock may be used by the Buyer in any lawful manner as it so deems
desirable for its own business. In this regard, Buyer represents that
it is an "accredited investor," as such term is defined in Regulation
D of the Securities and Exchange Commission, and that, to the extent
that Buyer is acting as an underwriter or a broker in this
transaction, any persons that buy the shares from Buyer will be
accredited investors and will aver such in writing.
c. Upon acceptance and verification of the Stock into the Buyer's account
and payment having been made therefor, the Buyer shall retain all
voting and dividend rights incident to its ownership, including all
cash or stock dividends.
3. GENERAL CONDITIONS AND UNDERSTANDINGS
a. This Agreement constitutes, and when executed and delivered, will
constitute a valid binding agreement of the Buyer and Seller,
enforceable in accordance with their respective terms, except such as
may be limited by bankruptcy, insolvency, reorganization or other laws
affecting the respective entity's rights generally.
b. The execution and delivery of this Agreement nor the transfer of the
Stock by Seller will require any authorization, consents, approval,
exemption or other action by, or notice to, any governmental entity
except as specifically provided herein.
c. Seller has no material tax deficiencies, federal, state, foreign,
county, local and other, which would or could affect the solvency,
financial status of, or otherwise compromise Seller in its ability to
transfer the Stock.
d. To the best of its knowledge, the information supplied in writing by
Seller to the Buyer contained no untrue statement of material fact or
omits or shall omit a material fact, which would make such statements
misleading. All statements and information contained in any
certificate, instrument, schedule or document delivered by Seller
shall be deemed representations and warranties made by Seller.
e. If any of the conditions contained in this paragraph shall not have
been satisfied (or waived), then Buyer may cancel and terminate this
Agreement.
BUYER ___ Page 2 of 4 Pages SELLER JC
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4. AMENDMENT AND WAIVER
This Agreement may be amended, or the terms hereof waived, only in writing
executed by the parties sought to be changed thereby.
5. NOTICES
All notices and other communications hereunder shall be in writing and
shall be deemed to have been given if delivered by hand or facsimile
transmission or if deposited with a recognized overnight delivery service
(with receipt) address as follows:
If to Buyer at: 000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
ATT: Xxxxxxx X. Xxxxx, Xx./Xxxxx Xxxxx
If to Seller at: 000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxx 00000
ATT: Xxxxxxxx Xxxxxx, Ex. V.P.
or, at such other address as may hereafter be designated by a party by
notice given hereunder.
6. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Delaware
without regard to any provisions for conflicts of law.
7. BINDING EFFECT
This Agreement binds, and shall inure to the benefit of, the parties and
their respective successors and assigns.
8. COUNTERPARTS AND FACSIMILE SIGNATURES
This Agreement may be signed in any number of counterparts, each of which
shall be deemed an original but together one and the same document. The
parties agree that facsimile signatures shall be deemed an original.
9. ENTIRE AGREEMENT
This Stock Purchase Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereto and supersedes any prior
or contemporaneous understandings or agreements.
10. TIME OF ESSENCE
Time is specifically declared to be the of essence in the performance by
Seller and Buyer of their respective duties and responsibilities under this
Agreement.
BUYER ___ Page 3 of 4 Pages SELLER JC
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11. ATTORNEYS' FEE
If any legal action is brought for the enforcement of any of the provisions
in this Agreement, or because of an alleged dispute, breach, default, or
misrepresentation, the prevailing party or parties shall be entitled to
recover its or their actual attorneys' fees and other costs incurred in the
action, and in addition to any other relief that may be granted by the
court.
IN WITNESS WHEREOF, and intending to be legally bound thereby, the parties have
executed this Agreement as of the day and year first above written.
By the Buyer: Witness/Attest:
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Xxxxxxx X. Xxxxx, Xx., President By:
By the Seller:
BAD TOYS, INC. Witness/Attest:
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Xxxxx X. Xxxxx, President By:
MYCOM GROUP, INC. Witness/Attest:
/s/ Xxxx Xxxxxxx X. Xxxxxx
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Xxxx Xxxxxxx, President By:
CORPORATE SEAL
BUYER ________ Page 4 of 4 Pages SELLER JC
