EXHIBIT 10.8
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, made and entered into as of September 30,
1998, by and between VOXCOM HOLDINGS, INC., a Nevada corporation (hereinafter
referred to as the "Seller") and XXX XXXXXXXX and XXXXX XXXXXX (hereinafter
together referred to as the "Buyer").
W I T N E S S E T H:
WHEREAS, the Seller owns all of the outstanding shares of Common Stock, par
value $0.01 (hereinafter referred to as the "Shares") of THE HOME BUSINESS
GROUP, INC., a Delaware corporation (hereinafter referred to as the "Company");
and
WHEREAS, the Seller desires to sell the Shares to Buyer and Buyer desires
to purchase the Shares on the terms and subject to the conditions set forth
herein;
NOW THEREFORE, in consideration of the premises and the mutual covenants
set forth below and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and intending to be legally bound,
the parties hereto do hereby agree as follows:
I.
PURCHASE AND SALE OF SHARES
SECTION 1.01 Purchase and Sale of Shares. Subject to the terms and
conditions set forth herein, effective the date on which all transactions
described herein are completed and closed (the "Closing Date") Seller shall sell
to the Buyer, and the Buyer shall purchase from Seller the Shares. Seller shall
transfer all of its right, title, and interest in and to the Shares being
conveyed by it to Buyer free and clear of any lien, security interest, or other
encumbrance of any nature and free of any claim by any person or entity to or
against the Shares.
SECTION 1.02 Purchase Price. (a) The purchase price of the Shares
(hereinafter referred to as the "Purchase Price") shall be the return by Buyer
and cancellation of 200,000 shares of the Common Stock of Seller.
II.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
PART A. The Seller hereby represents and warrants to, and agrees with, the
Buyer as follows:
SECTION 2.01 Organization, Qualifications, etc.
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(a) The Company is a corporation, duly organized, validly existing and
in good standing under the laws of the State of Delaware. The Company has
the full corporate power and authority to own and hold its properties and
to conduct its business as currently conducted.
(b) The copies of the Company's articles of incorporation and bylaws
which have been delivered to Buyer are complete and correct, contain all
amendments thereto, and are in full force and effect as of the date hereof.
(c) The Company has no subsidiaries and does not own of record or
beneficially, directly or indirectly, (i) any shares of outstanding capital
stock or securities convertible into capital stock of any other
corporation, or (ii) any participation or interest in any partnership,
limited liability company, joint venture, or other non-corporate business
enterprise.
SECTION 2.02 Capital Stock. The authorized capital stock of the Company
consists solely of 100,000 shares of Common Stock, all of which are validly
issued and outstanding, fully paid and nonassessable. No subscription, warrant,
option, convertible security, or other right (contingent or other) to purchase
or acquire any shares of any class of capital stock of the Company from the
Company is authorized or outstanding. There is not any commitment of the
Company to issue any shares, warrants, options, or other such rights or to
distribute to holders of its capital stock any evidence of indebtedness or
assets. The Company has no obligation (contingent or other) to purchase, redeem
or otherwise acquire any shares of its capital stock or any interest therein or
to pay any dividend or make any other distribution in respect thereof.
SECTION 2.03 Brokers. Seller has not made any agreement or arrangement
which would result in any broker, finder, agent or other person or entity having
any claim for any fee, commission, or payment against Buyer or the Company in
connection with the negotiation or execution of this Agreement or the
consummation of the transactions contemplated hereby.
SECTION 2.04 Ownership of Shares. Seller is the sole record and
beneficial owner of all of the Shares and has good and valid title to such
Shares free and clear of any lien, security interest, or other encumbrance of
any nature and free of any claim by any person or entity to or against such
Shares. Such Shares are not subject to any option, right, proxy, voting
agreement, voting trust, or any other agreement, understanding, or arrangement
affecting the Shares.
SECTION 2.05 Authorization, etc. Seller has the power, authority, and
capacity to enter into this Agreement and to carry out the transactions
contemplated hereby, and this Agreement has been duly executed and delivered by
Seller.
SECTION 2.06 No Consent Required. No consent, approval, order or
authorization of, or registration, declaration or filing with any governmental
or public body or authority or other party on the part of Seller is required for
such Seller to execute and deliver this Agreement and perform his obligations
hereunder.
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III.
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to, and agrees with, the Sellers as
follows:
SECTION 3.01 Investment Representations
(a) The Shares to be acquired by Buyer will be acquired by Buyer for
investment for Buyer's own account, not as a nominee or agent for any
person, and not with a view to the sale or distribution of all or any part
thereof except in a transaction which is the subject of an effective
registration statement under the Securities Act of 1933 ("Securities Act")
and any applicable state securities laws or which is exempt from such
registration requirements, and the Buyer has no present intention of
selling, granting participation in, or otherwise distributing the Shares.
Buyer does not have any contract, undertaking, agreement or arrangement
with any person or entity to sell, transfer, or grant participation to such
person or entity, with respect to any of the Shares.
(b) The Buyer understands that the Shares have not been registered
under the Securities Xxx 0000 in reliance upon applicable exemptions from
the registration requirements of the Securities Act of 1933 and is
similarly exempt under state securities laws, and that the Seller's
reliance on such exemptions is predicated on the Buyer's representations
set forth herein.
SECTION 3.02 Brokers. Buyer has not made any agreement or arrangement
which would result in any broker, finder, agent or other person or entity having
any claim for any fee, commission, or payment against any Seller in connection
with the negotiation or execution of this Agreement or the consummation of the
transactions contemplated hereby.
SECTION 3.03 Authorization, etc. Buyer has the power, authority, and
capacity to enter into this Agreement and to carry out the transactions
contemplated hereby, and this Agreement has been duly executed and delivered by
Buyer.
SECTION 3.04 No Consent Required. No consent, approval, order or
authorization of, or registration, declaration or filing with any governmental
or public body or authority is required for Buyer to execute and deliver this
Agreement and perform its obligations hereunder.
SECTION 3.05 Liabilities. Buyer acknowledges that upon the purchase of
the Shares, the Company will continue to be liable for all of its obligations,
whether fixed, accrued or contingent, whether existing or arising in the future,
and that Seller will have no further liability for any such obligation of the
Company.
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IV.
INDEMNIFICATION
SECTION 4.01 Buyer's Claims. The Seller shall indemnify and hold
harmless Buyer, its successors and assigns, and their respective officers,
directors, employees, shareholders, agents, and affiliates against any and all
damages, claims, losses, liabilities, and expenses actually incurred by Buyer,
including, without limitation, legal, accounting, and other expenses, which may
arise out of any breach of any of the representations or warranties made in this
Agreement by the Sellers (hereinafter referred to as a "Claim" or "Claims").
Buyer and the Company will indemnify Seller pursuant to the provisions of their
Bylaws and applicable law. Such indemnification obligation shall survive the
Closing.
SECTION 4.02 Sellers' Claim. Buyer shall indemnify and hold harmless
each Seller and his assigns, agents, and affiliates against any and all damages,
claims, losses, liabilities and expenses, including without limitation, legal
accounting, and other expenses actually incurred by Sellers, which may arise out
of any breach of any of the representations or warranties made in this Agreement
by Buyer, and for any liabilities or obligations of the Company now existing or
arising hereafter.
V.
OTHER AGREEMENTS
SECTION 5.01 Operations. From the date hereof until the Closing, Seller
and the Company shall take no action involving the Company without the knowledge
and consent of Buyer.
SECTION 5.02 Future Assistance. Each party hereto shall assist the
others in fulfilling the intent and purposes of this Agreement and shall take
all such further action as shall be reasonably necessary to effectively convey
the business of the Company to Buyer and allow for the timely reporting of the
transaction to all governmental and taxing authorities.
VI.
MISCELLANEOUS
SECTION 6.01 Expenses. Each party hereto will pay its own expenses in
connection with the transactions contemplated hereby, whether or not such
transactions shall be consummated, and the Seller shall not charge any such
expenses to the Company.
SECTION 6.02 Survival of Agreements. All covenants, agreements,
representations and warranties made herein shall survive the execution and
delivery of this Agreement and the sale and delivery of the Shares pursuant
hereto.
SECTION 6.03 Certain Rules of Interpretation. Any information disclosed
in any schedule attached hereto or any certificate furnished in connection
herewith shall be deemed disclosed wherever otherwise required, and for all
purposes, under this Agreement, whether or not specific
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reference was made thereto. Inclusion of any information in a schedule or
exhibit shall not be deemed an admission as to the materiality of such
information or otherwise alter or affect the provisions of the representation or
warranty to which the schedule or exhibit relates.
SECTION 6.04 Parties in Interest. All covenants and agreements contained
in this Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and assigns of the parties
hereto whether so expressed or not.
SECTION 6.05 Notices. All notices, requests, consents, or other
communications hereunder shall be in writing and shall be delivered personally
or by courier or mailed by first class registered or certified mail, postage
prepaid, in either case addressed as follows:
(a) if to the Buyer
c/o Xxx Xxxxxxxx and Xxxxx Xxxxxx
0000 X 000 X, Xxxxx 00 & 12
St Xxxxxx, Utah 84790
(b) if to the Seller
Voxcom Holdings, Inc.
0000 Xxxxxxx Xxxx
Xxxxx 000 - Xxxx
Xxxxxx, Xxxxx 00000
Attention: Xxx XxXxxxxx
or, in any such case, at such other address or addresses as shall have been
furnished in writing by such party to the others. Any such communication shall
be deemed given when actually delivered to the address indicated.
SECTION 6.06 LAW GOVERNING. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS.
SECTION 6.07 Entire Agreement. This Agreement, along with the Schedules
and Exhibits attached hereto, constitutes the entire agreement of the parties
with respect to the subject matter hereof and may not be modified or amended
except in writing.
SECTION 6.08 Counterparts. This Agreement, including all agreements
executed and delivered hereunder, may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
SECTION 6.09 Time. Time is of the essence of this Agreement.
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IN WITNESS WHEREOF, each of the Sellers and the Buyer has executed this
Agreement or caused this Agreement to be executed on its behalf by its duly
authorized representative, as of the day and year first above written.
SELLER:
VOXCOM HOLDINGS, INC.
By: /s/ Xxxxxx X. XxXxxxxx
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Xxxxxx X. XxXxxxxx, President
BUYER:
/s/ Xxx Xxxxxxxx
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Xxx Xxxxxxxx
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
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