1
EXHIBIT 2.6
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is dated this 30th day of
December, 1998, among UNICO, INC., a Delaware corporation (the "Seller"), NEXT
GENERATION MEDIA CORP., a Nevada corporation (the "Buyer") and T.C. EQUITIES,
LTD., a Bahamian investment company ("T.C. Equities").
RECITALS
A. The Seller desires to issue to Buyer 1,800,000 shares of common
stock, par value $0.01 ("Common Stock") of Seller on the terms and conditions
set forth below.
B. The Buyer desires to buy from Seller such shares of Common Stock,
on the terms and conditions set forth below.
C. The Buyer has assigned its right to receive the Common Stock
purchased herein to T.C. Equities.
NOW, THEREFORE, in consideration of the foregoing, and for other
consideration, the receipt and sufficiency of which are acknowledged, the
parties agree as follows:
1. Purchase and Sale.
The Seller agrees to issue and does hereby unconditionally and
irrevocably sell, convey, assign and transfer to T.C. Equities, 1,800,000 shares
of Common Stock (the "Purchased Securities") for a price of One Hundred Eighty
Thousand Dollars and No Cents ($180,000.00) and Buyer's obligation to advance
certain other funds to Seller in an amount not less than $54,000 (the "Purchase
Price"). Buyer has paid the Seller $170,000 of the Purchase Price in the form of
cancellation of indebtedness in the same amount owed to Buyer by Seller and
shall have advanced the remaining $54,000, an additional $10,000 of which shall
be forgiven, on or before the effective date of the merger between United
Marketing Merger Corp., a subsidiary of Buyer and United Marketing Solutions
Inc., a subsidiary of Seller.
2. Representations and Warranties.
The Buyer represents and warrants to the Seller as follows:
(a) The Buyer has the financial ability to bear the economic
risk of its investment in the Purchased Securities, has adequate means of
providing for its current needs and contingencies, and has no need for
liquidity in its investment in the Purchased Securities. Further, alone
or with representatives or advisors, the Buyer has such knowledge and
experience in financial and business matters that it is capable of
evaluating the merits and risks of the transactions contemplated by this
Agreement.
(b) The Buyer has had the opportunity to question various
officers of the Seller regarding its assets, business and prospects, and
has received satisfactory answers to all such questions. No
representative of the Seller has made any representation regarding the
current or future value of the Purchased Securities, and the Buyer has
not relied on any such representation in deciding to undertake the
transactions contemplated by this Agreement. In making the decision to
invest in the Seller, the Buyer has relied solely upon independent
investigations made by him or on his behalf.
(c) The Purchased Securities will be acquired by the Buyer in
good faith for investment purposes only, and are not being acquired with
2
a view to, or for, a "distribution" thereof within the meaning of the
Securities Act of 1933 (the "Securities Act"). The Buyer is aware that
there is presently no market for the resale of the Purchased Securities
and that no market may exist in the future for such resale, and the Buyer
understands that the Purchased Securities are a speculative investment
that involves a substantial risk and the Buyer may lose his entire
investment.
(d) The Buyer understands that the Purchased Securities have
not been registered under the Securities Act, and agrees that none of the
Purchased Securities may be sold, offered for sale, transferred, pledged,
hypothecated or otherwise disposed of except in compliance with the
Securities Act. The Buyer will not, directly or indirectly, voluntarily
offer, sell, transfer, pledge, hypothecate or otherwise dispose of (or
solicit any offers to purchase or otherwise acquire or take a pledge of)
any Purchased Securities unless (i) registered pursuant to the provisions
of the Securities Act, or (ii) an exemption from registration is
available under the Securities Act. The Buyer has been advised that the
Seller does not have an obligation, and does not intend, to cause any
Purchased Securities to be registered under the Securities Act, or to
take any action necessary for the Buyer to comply with any exemption
under the Securities Act that would permit such Purchased Securities to
be sold by the Buyer. The Buyer further understands that, if the Buyer
desires to sell or transfer all or any part of the Purchased Securities,
the Seller may require the Buyer's counsel to provide a legal opinion
that the transfer may be made without registration under the Securities
Act. The Buyer understands that the Purchased Securities will bear
substantially the following restrictive legend:
THE SHARES OF STOCK EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT") NOR
QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATES, AND HAVE BEEN
ISSUED IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION AND
QUALIFICATION FOR NONPUBLIC OFFERINGS. ACCORDINGLY, THE SALE,
TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF ANY SUCH
SECURITIES OR ANY INTEREST THEREIN MAY NOT BE ACCOMPLISHED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND
QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR PURSUANT
TO AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE
COMPANY TO THE EFFECT THAT SUCH REGISTRATION AND QUALIFICATION ARE
NOT REQUIRED.
(e) The Buyer affirms that all of the representations and
warranties of the Buyer contained herein, and all information furnished
by the Buyer to the Seller, are true, correct and complete in all
respects.
(f) T.C. Equities makes the same representations and warranties
of the Buyer in Sections 2(a), (b), (c), (d) and (e) as if restated
herein and further represents and warrants that it is as an "accredited
investor" as that term is defined in Regulation D under the Securities
Act.
3. Indemnification by Buyer/T.C. Equities.
The Buyer agrees to indemnify and hold the Seller harmless against, and
will reimburse Seller on demand for, any payment, loss, cost or expense
(including reasonable attorney's fees and reasonable costs of investigation
incurred in defending against such payment, loss, cost or expense or claim
therefor) made or incurred by or asserted against the Seller in respect of any
omission, misrepresentation or breach of warranty on the part of Buyer contained
in this Agreement. T.C. Equities agrees to indemnify and hold the Seller
harmless against, and will reimburse Seller on demand for, any payment,
3
loss, cost or expense (including reasonable attorney's fees and reasonable costs
of investigation incurred in defending against such payment, loss, cost or
expense or claim therefor) made or incurred by or asserted against the Seller in
respect of any omission, misrepresentation or breach of warranty on the part of
T.C. Equities contained in this Agreement.
4. Taxes and Expenses.
The Buyer covenants and agrees to pay all taxes, if any, on the transfer
to T.C. Equities of the Purchased Securities. Each party shall be individually
responsible for and shall personally pay all costs, liabilities and other
obligations incurred by it or him in connection with the performance of and
compliance with the transactions contemplated by this Agreement.
5. Miscellaneous.
5.1. Notice. Any notice or other communication required or
permitted hereunder shall be in writing and personally delivered, mailed by
registered or certified mail (return receipt requested and postage prepaid),
sent by telegram (with messenger service specified), sent by telecopier (with a
confirming copy sent by regular mail), or sent by prepaid overnight courier
service, and addressed to the relevant party at its address set forth below, or
at such other address as such party may, by written notice, designate as its
address for purposes of notice hereunder.
(a) If to the Buyer, at:
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, XX 00000
Telecopy: 000-000-0000
(b) If to the Seller, at:
0000 Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Telecopy: 000-000-0000
(c) If to T.C. Equities, at:
c/o Law Office of Xxxxx Xxxxx Xxxxxx, P.C.
0 Xxxxxxxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Telecopy: 000-000-0000
Notice shall be effective immediately upon personal delivery or telecopy, seven
(7) business days after deposit in the mail, or one (1) business day after
deposit with a telegraph company or overnight courier service.
5.2. Further Assurances. Each party will do such acts, and
execute and deliver to any other party such additional documents or instruments
as may be reasonably requested in order to effect the purpose of this Agreement
and to better assure and confirm unto the requesting party its rights, powers
and remedies hereunder and thereunder.
5.3. Binding Effect; No Assignment. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
5.4. Entire Agreement. This Agreement constitutes the full and
entire understanding and agreement among the parties with regard to its subject
matter and supersedes all prior written or oral agreements, understandings,
4
representations and warranties made with respect thereto. No amendment,
supplement or modification of this Agreement nor any waiver of any provision
hereof shall be made except in writing executed by all parties hereto.
5.5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF VIRGINIA, WITHOUT
REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.
5.6. Survival. All representations, warranties, indemnities,
covenants and agreements made by the parties to this Agreement shall survive the
execution of this Agreement.
5.7. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.
5.8. Interpretation. No provision of this Agreement shall be
interpreted or construed against any party because that party or its legal
representative drafted such provision. The titles of the paragraphs of this
Agreement are for convenience of reference only and are not to be considered in
construing this Agreement. For all purposes of this Agreement, unless the
context otherwise requires or as otherwise expressly provided, (a) all defined
terms shall include both the singular and the plural forms thereof; (b)
reference to any gender shall include all other genders; (c) all references to
words such as "herein", "hereof", and the like shall refer to this Agreement as
a whole and not to any particular Article or Section within this Agreement; (d)
the term "include" means "include without limitation"; and (e) the term "or" is
intended to include the term "and/or".
5.9. No Waiver; Remedies Cumulative. No waiver by any party to
this Agreement of any one or more defaults by any other party or parties in the
performance of any of the provisions hereof or thereof shall operate or be
construed as a waiver of any future default or defaults, whether of a like or
different nature. No failure or delay on the part of any party in exercising any
right, power or remedy hereunder or thereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The remedies provided for herein and therein are
cumulative and are not exclusive of any remedies that may be available to any
party hereto at law, in equity or otherwise.
5.10. Severability. If any term, covenant or condition of this
Agreement, or the application of such term, covenant or condition to any party
or circumstance shall be found by a court of competent jurisdiction to be, to
any extent, invalid or unenforceable, the remainder of this Agreement and the
application of such term, covenant, or condition to parties or circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each term, covenant or condition shall be valid and
enforced to the fullest extent permitted by law. Upon determination that any
such term is invalid, illegal or unenforceable, the parties hereto shall amend
this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner.
5
IN WITNESS WHEREOF, the parties caused this Agreement to be executed and
delivered as of the date first set forth above.
UNICO, INC.
/s/ Xxxxxx Xxxxxxx
------------------------------
XXXXXX XXXXXXX
PRESIDENT
NEXT GENERATION MEDIA CORP.
/s/ Xxxxx Xxxxxx
------------------------------
XXXXXXXX XXXXXX
PRESIDENT
T.C. EQUITIES, LTD.
/s/ Xxxxx Xxxxxxxx
------------------------------
XXXXX XXXXXXXX
DIRECTOR
