STOCK PURCHASE AGREEMENT
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THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made this 26 day of
April 1999 (the "Closing Date") between Xxxxx Xxxxxxxxx (the "Seller"), and
Independent Music Group, Inc.(the "Purchaser").
W I T N E S S E T H :
WHEREAS, Independent Music Channel, Inc. (the "Company") has 1,000
shares of common stock, par value $.00001 per share (the "Common Stock")
authorized; and
WHEREAS, Seller owns either directly or beneficially 1,000 shares of
the Company's Common Stock which constitutes all of the Company's issued and
outstanding stock (the "Shares"), and
WHEREAS, the Purchaser desires to purchase the Shares from Seller on
the terms and conditions set forth in this Agreement; and
WHEREAS, the Seller desires to sell the Shares to the Purchaser on the
terms and conditions set forth in this Agreement; and
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the Company and the Purchaser hereby agree as
follows:
1. Incorporation by reference. The above recitals are herein
incorporated by reference.
2. Purchase and Sale. The Purchaser shall purchase from Seller, and the
Seller shall sell to the Purchaser, the Shares on the terms and conditions of
this Agreement.
3. Consideration/Purchase Price. In consideration of the transfer by
Seller of the Shares to the Purchaser, the Purchaser shall transfer to Seller
(i) 100,000 shares of restricted common stock of Purchaser and (ii) $50,000 cash
("Purchase Price") on the Closing Date.
4. Obligations of Seller.
(a) At the closing of this transaction (the "Closing"), Seller
shall deliver the Shares to the Purchaser registered in the name of the
Purchaser or if the Shares are registered in the name of Seller, duly endorsed
to the Purchaser.
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(b) A receipt for the Purchase Price delivered to Seller by
the Purchaser pursuant to Section 3 hereof.
5. Obligations of the Purchaser. At the Closing, the Purchaser shall
deliver to Seller the Purchase Price pursuant to the terms of Section 3 of this
Agreement.
6. Closing and Condition to Closing.
6.1 Closing. The closing of the transactions contemplated by
this Agreement (the "Closing") shall take place at the offices of counsel for
Purchaser or at such other place mutually agreed upon between Purchaser and
Seller, to be effective as of the Closing Date.
6.2 Condition to Closing. The Closing shall be subject to
satisfaction of the condition that (i) the representations and warranties of the
Seller contained in Section 7 hereof, and the Purchaser contained in Section 8
hereof, are true and correct and shall be true and correct as of the Closing
Date; (ii) the Seller shall have delivered to the Purchaser the items required
by Section 4 hereof; (iii) the Purchaser shall have delivered to Seller the
items required by Section 5 hereof; and (iv) the Purchaser and Seller shall have
performed and complied with all agreements and conditions required by this
Agreement to be performed and complied with by such party prior to or as of the
Closing Date.
7. Representations and Warranties of the Seller. Seller hereby
represents and warrants to the Purchaser as follows:
7.1 Organization and Standing of the Company. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, and is entitled to own or lease its property and to
carry on its business as and in the places where such properties are now owned,
leased or operated. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by all necessary corporate action on the part of the Company, and
will not by themselves result in a breach or default under, or result in the
creation of any lien, security interest, charge or encumbrance upon the Shares,
or any of the properties or assets of the Company as a result of the terms,
conditions or provisions of any contract, note, mortgage or any other agreement,
instrument or obligation to which the Company is a party or by which the Company
or any of its properties or assets may be bound.
7.2 Capitalization. The authorized capital stock of the
Company consists of ___________ (__________) shares of Common Stock, all of
which are presently issued and outstanding. There are currently no outstanding
warrants, options, subscription rights or other commitments of any character
granted by the Company relating to the issued or unissued shares of capital
stock of the Company.
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7.3 Authority of Seller, Consents; Execution of Agreements.
Seller has all requisite power, authority, and capacity to enter into this
Agreement and to perform the transactions and obligations to be performed by it
hereunder. No consent, authorization, approval, license, permit or order of, or
filing with, any person or governmental authority is required in connection with
the execution or the transactions and obligations to be performed by it
hereunder. This Agreement has been duly executed and delivered by Seller and
constitutes a valid and legally binding obligation of Seller, enforceable in
accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws.
7.4 The Shares. The Shares are free and clear of all liens,
pledges, hypothecation, option, contract and other encumbrance, except for such
restrictions provided in this Agreement and pursuant to applicable law.
8. Representations and Warranties of the Purchaser. Purchaser hereby
represents and warrants to the Seller as follows:
8.1 Authority of the Purchaser; Execution of Agreement. The
Purchaser has all requisite power, authority, and capacity to enter into this
Agreement and to perform the transactions and obligations to be performed by it
hereunder. No consent, authorization, approval, license, permit or order of, or
filing with, any person or governmental authority is required in connection with
the execution of the transactions and obligations to be performed by it
hereunder. This Agreement has been duly executed and delivered by the Purchaser
and constitutes a valid and legally binding obligation of the Purchaser,
enforceable in accordance with its terms, except as enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws.
8.2 Investment. The Purchaser warrants and acknowledges
that:
8.2.1 the Shares have not been registered under the
Securities Act of 1933, as amended ("Act"), or under applicable state blue sky
laws;
8.2.2 the Purchaser is acquiring the Shares for its
own account;
8.2.3 the Purchaser is aware that the Shares may not
be sold unless such securities are registered pursuant to the Act or qualify for
an exemption from such registration.
9. Notices. All notices or other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given if
physically delivered; delivered by overnight delivery, confirmed telecopy,
telegram or courier; or three days after having been deposited in the United
States Mail, as certified mail with return receipt requested and with postage
prepaid, addressed to the recipient at the address listed at the
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top of the first page of this Agreement. Any of the foregoing addresses may be
changed by giving notice of such change in the foregoing manner, except that
notices for changes of address will be effective only upon receipt.
10. Miscellaneous.
(a) Assignment. This Agreement and the rights granted
hereunder may not be assigned in whole or in part by any of the parties without
the prior written consent of the other parties.
(b) Further Assurances. All parties hereto shall execute and
deliver such other instruments and do such other acts as may be necessary to
carry out the intent and purposes of this Agreement.
(c) Gender. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms
and the singular form of nouns and pronouns shall include the plural and vice
versa.
(d) Captions. The captions contained in this Agreement are
inserted only as a matter of convenience and in no way define, limit, extend or
prescribe the scope of this Agreement or the intent of any of the provisions
hereof.
(e) Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof.
It supersedes all prior negotiations, letters and understandings relating to the
subject matter hereof.
(f) Amendment. This Agreement may not be amended, supplemented
or modified in whole or in part except by an instrument in writing signed by the
party or parties against whom enforcement of any such amendment, supplement or
modification is sought.
(g) Choice of Law. This Agreement will be interpreted,
construed and enforced in accordance with the laws of the State of Delaware.
(h) Effect of Waiver. The failure of any party at any time or
times to require performance of any provision of this Agreement will in no
manner affect the right to enforce the same. The waiver by any party of any
breach of any provision of this Agreement will not be construed to be a waiver
by any such party of any succeeding breach of that provision or a waiver by such
party of any breach of any other provision.
(i) Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not
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affect any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
(j) Enforcement. Should it become necessary for any party to
institute legal action to enforce the terms and conditions of this Agreement,
the successful party will be awarded reasonable attorneys' fees at all trial and
appellate levels, expenses and costs. Venue for any such action, in addition to
any other venue permitted by statute, will be Broward County, Florida.
(k) Binding Nature. This Agreement will be binding upon and
will inure to the benefit of any successor or successors of the parties to this
Agreement.
(l) Counterparts. This Agreement may be executed in one or
more counterparts, each of which will be deemed an original and all of which
together will constitute one and the same instrument.
(m) Construction. This Agreement shall be construed within the
fair meaning of each of its terms and not against the party drafting the
document.
The parties, as evidenced by their signatures below, acknowledge that
this Agreement has been presented to their attorneys and that their attorneys
have had the opportunity to review and explain to them the terms and provisions
of the Agreement, and that they fully understand those terms and provisions.
IN WITNESS WHEREOF, the parties have respectively caused this Agreement
to be executed on the date first above written.
SELLER:
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Xxxxx Xxxxxxxxx
PURCHASER:
By:_________________________________
Xxxxx Xxxxxxxxx, President,
Independent Music Network, Inc.
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