EXHIBIT 2
EXECUTION COPY
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement") is made as of May 18,
2002, among Xxxx X. Xxxxxxxxx, an individual resident in Illinois ("Xxxxxxxxx"),
Xxxxxxx X. Xxxxxx, an individual resident in Illinois ("Staden") and Broadview
Media, Inc., a Minnesota corporation ("Broadview").
THE RECITAL
Staden owns 38,116 shares (the "Shares") of common stock, par value
$0.01 per share (the "Common Stock") of Broadview. Xxxxxxxxx desires to purchase
from Staden; and Staden desires to sell to Xxxxxxxxx, the Shares, all in
accordance with a letter agreement between Xxxxxxxxx, Staden and the Xxxxxxx X.
Xxxxxx XXX dated April 11, 2002, and upon the terms and conditions set forth in
this Agreement.
THE AGREEMENT
1. PURCHASE AND SALE OF SHARES
(a) Subject to the terms and conditions of this Agreement and on the
basis of the representations, warranties, covenants and agreements hereinafter
set forth, at the Closing referred to in Section 1(d), Staden hereby agrees to
sell and deliver to Xxxxxxxxx the Shares, and Xxxxxxxxx agrees to purchase such
Shares from Staden.
(b) At the Closing, Staden shall deliver certificates representing the
Shares to be sold to Xxxxxxxxx. Staden will, upon request, promptly execute and
deliver any additional documents reasonably necessary to complete and evidence
the sale, assignment and transfer of the Shares, including, without limitation,
duly executed stock powers with appropriate signature guarantees.
(c) Upon delivery by Staden of such certificates and other documents
that may be required by Xxxxxxxxx or his counsel, Xxxxxxxxx shall pay to Staden
by cashiers checks, an amount equal to $1.25 multiplied by the number of Shares,
or $47,645.00.
(d) The closing (the "Closing") of the purchases from Staden provided
for herein shall take place at the home of Xxxxxxxxx, 0000 X. Xxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx 00000, at 10:00 A.M., local time, on May 18, 2002 (such date
being referred to herein as the "Closing Date").
2. REPRESENTATIONS AND WARRANTIES OF STADEN
Staden hereby represents and warrants to Xxxxxxxxx that as of the date
hereof:
(a) Staden is the sole legal and beneficial owner of all Shares to be
sold by Staden pursuant to this Agreement, free and clear of all liens, charges,
claims, security interests, encumbrances and commitments of any kind; Staden has
the requisite authority to sell the Shares designated in Section 1(a) and the
delivery of such Shares pursuant to Section 1(a) will transfer valid title
thereto, free and clear of all liens, charges, claims, security interests,
encumbrances and commitments.
(b) Staden and Staden's affiliates own no Common Stock other than the
Shares.
(c) The sale pursuant to this Agreement has been made directly to
Xxxxxxxxx and not with or through a broker or other parties. All negotiations
relative to this Agreement have been carried on directly by Staden and his
representatives, without the intervention of any person in such a manner as to
give rise to any valid claim against Xxxxxxxxx for a brokerage commission,
finder's fee or like payment.
(d) Staden is not engaged in, nor is he a party to, any legal action,
suit, claim, or other proceeding or investigation, nor, to Staden's knowledge,
is any such action, suit, claim or other investigation threatened, and there are
no outstanding orders, rulings, decrees, judgments or stipulations by or with
any court or administrative agency affecting or threatening the performance by
Staden of this Agreement.
(e) This Agreement has been duly authorized by all necessary legal
action of Staden and has been duly executed and delivered and is a valid and
legally binding agreement of Staden, enforceable in accordance with its terms.
The sale of the Shares to Xxxxxxxxx by Staden as contemplated by this Agreement,
the execution and delivery of this Agreement and the compliance with the terms
hereof by Staden do not and will not conflict with or result in a violation or
breach of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage or other agreement, instrument or understanding to which
Staden is a party or by which Staden or any property of Staden is bound, or any
applicable law, rule, regulation, judgment, order or decree of any government,
governmental instrumentality or court, domestic or foreign, having jurisdiction
over Staden or any of the properties or businesses of Staden.
(f) No authorizations, approvals or consents of (i) any federal or
governmental department, commission, bureau or agency or other public body or
authority; or (ii) any other third party, is or was required for the execution
and delivery of this Agreement, the compliance with the terms thereof or the
sale of the Shares to Xxxxxxxxx by Staden.
(g) Staden has completed a full and complete business and financial
review of Broadview and has examined Broadview's properties and other assets,
books, records, filings with governmental agencies and reports and other
material sent to Staden by Broadview. Staden has reviewed and had access to all
information of whatever kind he
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deems necessary to such investigation and his decision to sell the Shares.
Staden has fully satisfied himself as to all matters relating to his decision to
sell the Shares and Broadview's business, properties and other assets, books,
records, filings with governmental authorities and reports and other material
sent to Staden.
(h) The Shares to be sold by Staden pursuant to this Agreement are free
of any legends that would prevent the sale of such Shares to Xxxxxxxxx.
3. REPRESENTATIONS AND WARRANTIES OF BROADVIEW
Broadview hereby represents and warrants to Xxxxxxxxx that as of the
date hereof:
(a) The purchase of the Shares as contemplated by this Agreement has
been authorized and approved by Broadview's board of directors and Broadview has
taken no action that is inconsistent with its approval of the purchase of the
Shares by Xxxxxxxxx pursuant to this Agreement.
(b) The purchase of the Shares as contemplated by this Agreement is
consistent with all corporate policies of Broadview applicable to the purchase
of the Shares.
(c) Broadview is not engaged in nor is it a party to any material legal
action, suit, claim, or other proceeding or investigation affecting or
threatening the performance of this Agreement, nor, to Broadview's knowledge, is
any such action, suit, claim or other investigation threatened, and there are no
outstanding orders, rulings, decrees, judgments or stipulations by or with any
court or administrative agency affecting or threatening the performance of this
Agreement.
4. COVENANTS OF STADEN
Staden hereby covenants to Xxxxxxxxx and Broadview that from the date
hereof:
(a) Staden shall not, directly or indirectly, institute or participate
in any way in any suit or action at law or equity or otherwise against any of
the Released Parties (as defined below), nor, directly or indirectly, institute,
prosecute or in any way participate or aid in the institution or prosecution of
any claim, demand, action or cause of action, including, without limitation, any
class action, for damages, costs, loss of service, expenses or compensation, on
account of any damage, loss or injury either to person or property, or both,
resulting or to result, known or unknown, on account of or by reason of any
matter, cause or thing whatsoever from the beginning of time until the date of
this Agreement.
(b) Staden shall not acquire any future debt or equity position of any
kind in Broadview or any of its affiliates, whether direct, indirect, or
beneficial, including but not limited to any note, stock, treasury stock,
security, future, bond, debenture, evidence of
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indebtedness, certificate of interest or participation in any profit-sharing
agreement, collateral-trust certificate, preorganization certificate or
subscription, transferable share, investment contract, voting-trust certificate,
certificate of deposit for a security, put, call, straddle, option, or privilege
on any security, including any group or index of securities that includes
Broadview or any of its affiliates.
(c) Staden shall not, directly or indirectly, participate in or assist
with any current or future investigation, review, inquiry or fact-finding
endeavor related to Broadview or any of its affiliates, and shall not, directly
or indirectly, distribute, disclose or provide any information to any
individual, organization, bureau, agency, organization or other entity regarding
Broadview, except as may be required by law upon the advice of, and after
consultation with, counsel; PROVIDED, HOWEVER, that if Staden believes that such
participation, assistance or disclosure is required by law, Staden shall provide
Broadview with notice of this belief at least two (2) business days prior to the
date Staden intends to provide such participation, assistance or disclosure and
shall permit Broadview to challenge Staden's obligation to provide such
participation, assistance or disclosure in any manner permitted under applicable
law, at Broadview's own expense.
(d) The provisions of Section 4(b) shall not prohibit Staden from
directly owning up to one percent (1%) of the common stock of a widely held
public corporation other than Broadview (a "Public Company") provided that: (i)
the common stock of the Public Company is traded on the New York Stock Exchange,
the American Stock Exchange, or on the Nasdaq National Market or SmallCap
Market; (ii) the Public Company owns less than 5% of the common stock of
Broadview; and (iii) Staden is not an officer, director or otherwise an
affiliate of the Public Company.
5. RELEASE OF CLAIMS
(a) Broadview hereby agrees to, and does hereby release Staden and his
immediate family, estate, heirs and assigns, jointly and severally, from all
claims, debts, demands, accounts, judgments, rights, causes of action,
arbitrations, claims for equitable relief, damages, costs, charges, complaints,
obligations, promises, settlement agreements, controversies, suits, expenses,
compensation, responsibility and liability of every kind and character
whatsoever (including attorneys' fees and costs), whether in law or equity,
known or unknown, asserted or unasserted, suspected or unsuspected, which are
related to any matter whatsoever between Broadview and Staden from the beginning
of time until the date of this Agreement ("Broadview Claims"), including, but
not limited to, any Broadview Claims that Broadview may have against Staden with
regard to the Shares.
(b) Staden hereby agrees to, and does hereby release Xxxxxxxxx and his
immediate family, estate, heirs and assigns, and Broadview and Broadview's
directors, employees, agents, assigns, attorneys, representatives, and any other
person acting by, through or in concert with any of these persons or entities
(the "Released Parties"), jointly and severally, from all claims, debts,
demands, accounts, judgments, rights, causes of action, arbitrations, claims for
equitable relief, damages, costs, charges, complaints, obligations, promises,
settlement agreements, controversies, suits, expenses, compensation,
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responsibility and liability of every kind and character whatsoever (including
attorneys' fees and costs), whether in law or equity, known or unknown, asserted
or unasserted, suspected or unsuspected, which are related to any matter
whatsoever between Staden and the Released Parties from the beginning of time
until the date of this Agreement ("Staden Claims"), including, but not limited
to, any Staden Claims that Staden may have against the Released Parties with
regard to the Shares, and any Staden Claim that Staden may have against the
Released Parties with regard to the timeliness and adequacy of any public
disclosures made by Broadview, the control of information about Broadview
disseminated by Broadview's employees and any matters referenced or alleged in
e-mails, correspondence and other communications sent by Staden to any of the
Released Parties.
6. MISCELLANEOUS
(a) Each party hereto shall pay its own expenses incurred in connection
with this Agreement.
(b) All representations, warranties, covenants and agreements made
herein shall survive the execution and delivery of this Agreement, the transfer
of the Shares and Xxxxxxxxx'x payment therefor.
(c) Staden will indemnify each of the Released Parties and hold each of
the Released Parties harmless with respect to any losses, claims, damages,
liabilities or expenses (including attorneys' fees and costs) resulting from or
in any way arising out of any violation or breach or alleged or asserted
violation or breach of the representations, warranties, covenants or agreements
of Staden contained in this Agreement.
(d) Broadview will indemnify Xxxxxxxxx and hold Xxxxxxxxx harmless with
respect to any losses, claims, damages, liabilities or expenses (including
attorneys' fees and costs) resulting from or in any way arising out of any
violation or breach or alleged or asserted violation or breach of the
representations, warranties, covenants or agreements of Broadview contained in
this Agreement.
(e) This Agreement may not be modified, amended, altered or supplemented
except upon the execution and delivery of a written agreement executed by all
parties hereto. However, any party may waive any condition to its obligations
hereunder.
(f) All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (and shall be deemed to have
been duly given if so given upon receipt) by delivery, by hand, by mail
(registered or certified mail, postage prepaid, return receipt requested) or by
telefax, as follows:
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If to Staden:
Xxxxxxx X. Xxxxxx
Staden and Associates, Inc.
1 N. 000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Telefax #: (000) 000-0000
If to Xxxxxxxxx:
Xxxx X. Xxxxxxxxx
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Telefax #: (000) 000-0000
Copy to:
McGuireWoods LLP
0000 Xxxxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx, XX 00000
Telefax #: (000) 000-0000
Attention: Xxxxx X. Xxxxxx
If to Broadview:
Broadview Media, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telefax #: (000) 000-0000
Attention: Xxxxxxx Xxxxxxxxxxx
Copy to:
Xxxxxxxxxx & Xxxxx, P.A.
1100 International Centre
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Telefax: (000) 000-0000
Attention: Xxxxx X. Xxxxxx
(g) This Agreement embodies the entire agreement and understanding of
the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, representations, warranties, covenants or
undertakings other than those
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expressly set forth or referred to herein. This Agreement supersedes any and all
prior agreements and understanding between the parties with respect to such
subject matter.
(h) This Agreement shall be governed by and construed in accordance with
the laws of the State of Illinois.
(i) This Agreement may be executed in several counterparts, each of
which shall be an original, but all of which together shall constitute one and
the same agreement.
(j) Descriptive headings herein are for convenience of reference only
and shall not control or affect the meaning or construction of any provision of
this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first written above.
Xxxx X. Xxxxxxxxx
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------
Xxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxx
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx
Broadview Media, Inc.
By: /s/ Xxxxxxx Xxxxxxxxxxx
--------------------------
Xxxxxxx Xxxxxxxxxxx
President
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