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AGREEMENT
This Agreement is entered into by and between TBA Entertainment
Corporation, a Delaware corporation ("TBA") and _________________
("__________"), effective as of the 15th day of October, 1998.
WHEREAS, pursuant to the terms of that certain Stock Purchase Agreement
among TBA, Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxx, Xxxx X. Xxxx, Xxx X. Xxxxxx and
Magnum Communications, Inc. (the "Stock Purchase Agreement"), TBA is acquiring
one hundred percent (100%) of the issued and outstanding capital stock of Magnum
Communications, Inc. effective as of the date hereof; and
WHEREAS, in connection with such acquisition, TBA has agreed to pay to
______ the consideration hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants set forth in
this Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, TBA and _______ agree as follows:
1. All defined terms used herein and not otherwise defined shall have
the meaning ascribed to such terms in the Stock Purchase Agreement.
2. At the Closing, TBA shall deliver to ______ (i) by wire transfer to
one or more accounts designated in writing by _________ to TBA prior to the
Closing cash in an amount equal to __________________ Dollars ($_______), and
(ii) certificates registered in ______'s name representing the number of
fully-paid and nonassessable shares of TBA Common Stock equal to
___________________ Dollars ($_______) divided by the Average Price.
3. This Agreement (together with all other documents and instruments
referred to herein):
(a) Except for the Confidentiality Agreement executed in
connection with the transaction contemplated by the Stock Purchase
Agreement, constitutes the entire agreement and supersedes all other
prior agreements and undertakings, both written and oral, among the
parties with respect to the subject matter hereof; and
(b) Shall be governed in all respects, including validity,
interpretation and effect, by the internal laws of the State of
Delaware, without giving effect to the principles of conflict of law
thereof. Courts within the State of Delaware will have jurisdiction over
any and all disputes between the parties hereto, whether in law or
equity, arising out of or relating to this Agreement. The parties
consent to and agree to submit to the jurisdiction of such courts. This
Agreement may be executed in multiple counterparts which together shall
constitute a single agreement.
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IN WITNESS WHEREOF, TBA and ______ have executed this Agreement on the
date first written above.
TBA ENTERTAINMENT CORPORATION
By: ______________________________
Xxxxxx Xxxxxxx Xxxxxx III
Chief Executive Officer
___________________________________
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