STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into
this 23rd day of December, 1997 by and between NETWORK EVENT THEATER, INC., a
Delaware corporation ("Seller") and SIRROM INVESTMENTS, INC., a Tennessee
corporation ("Purchaser").
WITNESSETH:
WHEREAS, Campus Voice, LLC, a Delaware limited liability company ("Campus
Voice"), is presently indebted to Purchaser in the aggregate amount (principal
and interest) of $2,154,772.50 (the "Loan") pursuant to certain agreements,
instruments and documents more particularly described on Exhibit A attached
hereto and incorporated herein by reference (the "Loan Documents"); and
WHEREAS, Sellers desires to purchase from Purchaser all of Purchaser's
right, title and interest in the Loan and the Loan Documents, and Seller desires
to pay for Purchaser's right, title and interest in the Loan and the Loan
Documents by conveying and issuing to Purchaser unregistered shares of Seller's
common stock, the number of which is to be determined in accordance with the
provisions of this Agreement (the "Shares"); and
WHEREAS, Purchase desires to purchase the Shares from Seller by assigning
and transferring to Seller all of Purchaser's right, title and interest in the
Loan and the Loan Documents;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Purchase and Sale. Purchaser agrees to purchase from Seller and Seller
agrees to sell and issue to Purchaser all of the Shares on the terms and
conditions set forth herein. The number of shares of Seller's common stock to be
purchased by Purchaser hereunder shall equal the amount of principal and
interest and other amounts due and owing on the Loan as of the Effective Date
(which the parties agree is $2,154,772.50) divided by the average closing price
per share of Seller's publicly traded common stock over the five (5) trading
days prior to the Effective Date (which the parties agree is $5.225).
Accordingly, the number of Shares to be purchased is 412,397. Purchaser
acknowledges that it is not relying on any representations of Seller with
respect to the value of the Shares.
2. Closing. The closing of the transactions contemplated hereby shall take
place and be effective on and as of December 23, 1997 (the "Effective Date").
The closing of the
transactions contemplated hereby is conditioned on the execution and delivery by
each party of all documents and instrument required hereunder to be executed and
delivered by it.
3. Stock Certificates. Upon closing, Seller shall issue and deliver to
Purchaser a certificate representing the Shares (the "Certificate"), free and
clear of any and all liens, claims, encumbrances or other restrictions.
4. Consideration. As full payment for the Shares, purchaser shall assign
and transfer to Seller, WITHOUT RECOURSE OR WARRANTY (except as provided
herein), all of Purchaser's right, title and interest in the Loan and the Loan
Documents. Purchaser makes no representation or warranty to Seller concerning
the status of the Loan or the Loan Documents or the enforceability or priority
of Seller's security interests in any of Campus Voice's property or stock, and
Seller hereby accepts Purchaser's right, title and interest in the Loan and the
Loan Documents "AS IS", provided, however, that Purchaser represents and
warrants to Seller that Purchaser has good title to the Loan and the Loan
Documents, and may transfer the same, free and clear of any claim, lien or
encumbrance. Purchaser further represents and warrants to Seller that it has
made its own determination of the value of the Shares and Seller's business and
assets and that it is not relying on any representation or warranty of Seller as
to the value of the Shares or any other matter except as specifically set forth
in Section 6 of this Agreement or Section 2.2 of the Loan Agreement dated of
even date herewith between purchaser, Seller and Pik:Nik Media, Inc.
5. Other Agreements. The parties shall also execute and deliver such other
documents and instruments and take such other actions as may be required to give
full force and effect to the transactions contemplated hereby. Without limiting
the foregoing, Purchaser shall execute and deliver to Seller an Assignment of
Loan Documents in the form attached hereto as Exhibit B and UCC-3 statements of
assignment evidencing the transfer to Seller of Purchaser's security interests
in Campus Voice's personal property.
6. Representations, Warranties and Covenants of Seller. Seller represents,
warrants and covenants to Purchaser as follows:
(a) Corporate Existence. Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware.
(b) Authorization. Seller has full legal right, power and authority
to enter into and perform its obligations hereunder, without the consent
or approval of any other person, firm, governmental agency or other legal
entity. The execution and delivery of this Agreement and the
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performance by Seller of its obligations hereunder are within the
corporate powers of Seller and have been duly authorized by all necessary
corporate action properly taken. Seller has received all necessary
governmental approvals, if any were required, to execute and deliver this
Agreement and to perform the transactions contemplated hereby and suggest
execution, delivery and performance do not and will no contravene or
conflict with any provision of law, any judgment, ordinance, regulation or
order of any court or governmental agency, the certificate of
incorporation or bylaws of Seller, or any agreement binding upon Seller or
its properties. The officer executing this Agreement is duly authorized
to act on behalf of Seller.
(c) Validity and Binding Effect. This Agreement is the legal, valid
and binding obligation of Seller, enforceable in accordance with its
terms, subject only to limitations imposed by bankruptcy, insolvency,
moratorium or other similar laws affecting the rights of creditors
generally or the application of general equitable principles.
(d) Status of Shares. Seller represents, warrants and covenants that
the Shares will, upon issuance, be legally and validly issued and
outstanding, fully paid and nonassessable, free from all taxes, liens,
charges and preemptive rights, if any, with respect thereto or to the
issuance thereof.
7. Representations of Purchaser. To induce Seller to sell the Shares and
to issue to Purchaser the Certificate, Purchaser hereby represents and warrants
to Seller as follows:
(a) Purchaser is aware that (i) no registration statement relating
to the Shares has been filed under the Securities Act of 1933, as amended
(the "Securities Act"), or the securities laws of any state, (ii) the
Shares may not be transferred or resold except as permitted under the
Securities Act and such state securities laws, pursuant to registration or
exemption therefrom, and (iii) Seller wi11 refuse to allow any transfer of
the Shares in violation of the Securities Act or such state securities
laws;
(b) Purchaser is acquiring the Shares for investment, for
Purchaser's own account and not with a view to the distribution thereof;
(c) Purchaser is a Tennessee corporation with its principal place of
business and chief operating office located in Nashville, Tennessee; and
(d) Purchaser understands that the foregoing representations,
warranties, acknowledgments and agreements
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will be relied upon by Seller as a basis for exemption of the issuance of
the Shares from the registration requirements of the Securities Act and
any applicable state securities laws.
8. Registration Rights. Seller hereby agrees to file a registration
statement covering the Shares with the United States Securities Exchange
Commission ("SEC") by February 15, 1998. Seller hereby agrees to use its best
efforts to cause such registration to be declared effective by the SEC within
six (6) months from the Effective Date.
9. Prohibition on Transfer of Shares. Purchaser hereby agrees not to sell
more than one-half (1/2) of the Share prior to the one (1) year anniversary of
the Effective Date. Otherwise, Purchaser may freely transfer any or all of the
Shares.
10. Specific Performance. Without limiting any of their other remedies
that may exist, whether at law or in equity, each party shall be entitled to a
court order or decree against any party violating or attempting to violate the
provisions this Agreement requiring specific performance of any of the
provisions contained herein. The parties agree that the right to obtain such a
remedy in the event of a violation or attempted violation of this Agreement is
essential to the parties.
11. Applicable Law. The internal laws of the State of Tennessee shall
govern and be controlling in the determination of the validity, interpretation
and construction of this Agreement and of all questions relating to the
performance and consummation hereof.
12. Binding on Successors, Assigns, Heirs, Etc. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors, permitted assigns, transferees, heirs, executors and administrators.
13. Waivers. No failure to enforce any term, condition or provision of
this Agreement shall operate as a waiver of such term, condition or provision,
or as a waiver of any other term, condition or provision hereof.
14. Headings. The Section headings herein, where they appear, are for
convenience only, and shall not affect the construction or interpretation of
this Agreement.
15. Severability. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if any such invalid or
unenforceable provision was omitted.
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16. Attorney's Fees. In the event of litigation between parties concerning
the subject matter of this Agreement, the prevailing party shall be entitled to
receive its attorneys' fees court costs and related expenses from the
nonprevailing party.
17. Survival of Representations Warranties and Covenants. All
representations, warranties and covenants contained herein survive the closing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.
SELLER:
NETWORK EVENT THEATER, INC., a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Typed Name: Xxxxxx X. Xxxxx
Title: Chairman and CEO
PURCHASER:
SIRROM INVESTMENTS, INC., a
Tennessee corporation
By: /s/ Xxxx Xxxxxxxxx
----------------------------------
Typed Name: Xxxx Xxxxxxxxx
Title: VP
The undersigned hereby acknowledges and agrees to the transfer and
assignment of the Loan and the Loan Documents described herein.
CAMPUS VOICE, LLC, a Delaware
limited liability company
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Typed Name: Xxxxx X. Xxxxxx
Title: EVP/CFO
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