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EXHIBIT 10.8
1995 STOCK PURCHASE AGREEMENT
BETWEEN
VIAGRAFIX CORPORATION, PURCHASER
AND
XXXXXX XXXXXXX, SHAREHOLDER OF
AMERICAN SMALL BUSINESS COMPUTERS, INC.
THIS AGREEMENT, made and entered into at Pryor, Oklahoma, effective
this 15th day of August, 1995, by and between VIAGRAFIX CORPORATION, an
Oklahoma corporation, hereinafter referred to as ViaGrafix or Purchaser, first
party, and XXXXXX XXXXXXX, of Xxxxx, Oklahoma, hereinafter referred to as
Xxxxxxx or Seller or Shareholder, second party, Selling Party;
WITNESSETH:
1 ASSETS TO BE SOLD AND PURCHASED.
1.1 All Capital Stock: Shareholder Xxxxxxx represents that he is a
shareholder of AMERICAN SMALL BUSINESS COMPUTERS, INC., an Oklahoma
Corporation, hereinafter referred to as ASBC or the Company, and is the owner
and holder of 1,422 shares of the fully paid and non assessable stock of ASBC,
which are free and clear of any liens security interests or encumbrances.
1.2 Real Estate: Also included in this sale is the following
described real estate and premises situate in Xxxxx County, Oklahoma, described
as follows, to-wit:
A tract of land situated in Government Lot Numbered Three (3), in
Section Five (5), Township Twenty (20) North, Range Nineteen (19) East
of the Indian Base and Meridian, Xxxxx County, State of Oklahoma, more
particularly described as follows, to-wit:
Beginning at a point N 89degrees 54' 06" E a distance of 1940.62 feet
and S 0degrees 05' 54" E a distance of 310.0 feet of the Northwest
Corner of said Section 5; said point being on the southerly
Right-of-Way of State Highway No. 69A; thence N 89degrees 54' 06" East
and along said Right-of-Way, a distance of 320 feet; thence South
00degrees 05' 54" E a distance of 842.17 feet to a point on the
Northerly Right-of-Way of the M.K.&T. Railroad Spur; thence N
59degrees 17' 28" W and along said Right-of-Way, a distance of 372.57
feet; thence N 00degrees 05' 54" W for a distance of 651.36 feet to
the Point of Beginning,
owned by the Seller, which constitutes the offices and production and shipping
facility of ASBC, at 0 Xxxxxxxx Xxx, Xxxxx, Xxxxxxxx, which is free and clear
of all liens and encumbrances, except easements and restrictions of record, and
to be transferred by Warranty Deed on the date of closing, executed by the
Seller, and joined by his wife, which real estate and premises is valued by the
parties at $1,121,332.
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1.3 Subject to the terms and conditions set forth in this
agreement, on the closing date, Shareholder will transfer and convey the shares
and real estate to the Buyer, and Buyer will acquire and purchase the shares
and real estate from the Shareholder.
2 CONSIDERATION FOR PURCHASE.
2.1 Total consideration for the purchase and sale of the stock and
real estate shall be:
Real Estate ONE MILLION ONE HUNDRED TWENTY ONE THOUSAND THREE HUNDRED
THIRTY TWO DOLLARS ($1,121,332) plus a box of McDonalds Chocolaty Chip
Cookies.
ASBC 1422 shares Capital Stock, ONE MILLION NINE HUNDRED SEVENTY EIGHT
THOUSAND SIX HUNDRED SEVENTY DOLLARS ($1,978,670).
totaling the sum of THREE MILLION ONE HUNDRED THOUSAND AND TWO DOLLARS
($3,100,002.00), payable in the following manner:
2.1.1 The sum of TWO HUNDRED TWO THOUSAND ONE HUNDRED
SEVENTY FIVE & 91/100 DOLLARS ($202,175.91) shall be paid by
Buyer to Seller on the closing date.
2.1.2 The balance of $2,897,826.09 shall be paid by Buyer's
Promissory Note to Seller with interest at 7.5% per annum,
payable in monthly installments over the next 5 years.
The parties acknowledge that the Corporation is creating indebtedness at this
time to GeoCapital III, L.P. in a related transaction; payments under the
GeoCapital Note, and the Note provided for by this agreement shall be due on
the same date, and ViaGrafix shall treat both GeoCapital and Xxxxxxx notes as
equal in priority, and in making payments on same shall not discriminate in
favor of either of the holders of said notes.
2.2 As an express condition of this purchase, upon Buyer acquiring
all of the issued and outstanding capital stock of ASBC, the Seller agrees to
make an election under Internal Revenue Code Section 338(h)(10) and subject to
the following:
2.2.1 Seller and Buyer agree that they will elect to treat
the sale of the shares pursuant to this Agreement as a deemed
taxable sale of all of the assets of ASBC pursuant to Section
338 (h) (10) of the Code (the "Election"). Seller and Buyer
agree to take or cause to be taken all
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actions necessary to file, on a timely basis, the election
prescribed pursuant to Treasury Regulation Section
1.338(h)(10)-1, and that they will take all steps necessary to
obtain comparable treatment, where applicable, under state or
local law. Seller and Buyer further agree that they will not
take, or cause to be taken, any action in connection with the
filing of any Return of ASBC which would be inconsistent with
or prejudice the Election, and shall not make any inconsistent
written or oral statements during the course of any Taxing
Authority audit.
3 CLOSING DATE
3.1 Closing date of this transaction shall be August 15, 1995.
4 REPRESENTATIONS AND WARRANTIES OF SELLERS
In order to induce the Buyer to enter into this Agreement, Xxxxxxx
warrants and represents:
4.1 Business; Organization, Corporate Power and Authority. ASBC
is a corporation duly organized, validly existing, and in good standing under
the laws of the State of Oklahoma.
4.2 That it is the owner of the Shares transferred, and since
acquiring said shares, there are no liens or encumbrances thereon.
4.3 Material Contracts. Shareholder has disclosed to Buyer the
existence of a Licensing Contract with Corel Corporation which has due to the
Company a remaining unpaid balance of $250,000 which has been assigned by the
corporation one half to Xxxxxx Xxxxxxx, and one half to Xxxxx Xxxxxx.
Shareholder has disclosed to Buyer the assignment of 50,000 face value of GRDA
municipal bonds to Xxxxxx Xxxxxxx as of August 14, 1995. Buyer agrees to honor
and comply with said assignments.
5 REPRESENTATIONS OF BUYER
5.1 Buyer represents that this transaction, and all notes, security
interests, mortgages, contracts, and other documents executed in connection
herewith have been duly and properly authorized by corporate action of the
Buyer, and such instruments and documents when duly executed and delivered
shall be valid obligations of the Buyer, ViaGrafix Corporation.
6 SECURITIES REGISTRATION
Each of the parties acknowledge and represent that the stock exchanged
under this agreement is not registered under the Security Act of 1933, or the
Oklahoma
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Securities Act, and have been acquired by each of the parties with a view to
investment. Each of the parties are knowledgeable and experienced in making of
venture capital investments, and is able to bear the economic risk of loss of
its investment in the respective companies, and have been granted the
opportunity to make a thorough investigation of the affirs of the Company and
has availed itself of such opportunity to the extent deemed necessary. That
each of the parties are "accredited investors" as defined in Rule 501 of
Regulation D under the Securities Act.
7 BINDING UPON HEIRS AND ASSIGNS.
4.1 This agreement shall be binding upon the parties, and their
heirs, executors, personal representatives, trustees, successors, and assigns,
and the terms hereof shall survive the closing.
IN WITNESS WHEREOF, the parties have caused this agreement to be
executed in duplicate originals at Pryor, Oklahoma, on this 15th day of August,
1995.
Buyer: Seller:
ViaGrafix Corporation
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Xxxx Xxxxxxx, President Xxxxxx Xxxxxxx
The undersigned shareholders of ViaGrafix Corporation, do hereby ratify and
approve the foregoing agreement, this 15th day of August, 1995.
GeoCapital III, L.P.
By: Geocapital Management, L.P.
By:
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Xxxxx Xxxxxx General Partner
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Xxxxxx Xxxxxxx
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Xxxx Xxxxxxx
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