EXHIBIT 6.2
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made and entered into
this 1st day of March, 2001 (the "Effective Date") by and between Xxxx Xxxxxx
("Xxxxxx") and Xxxxxx Xxxxxx ("Xxxxxx") with reference to the following facts:
R E C I T A L S
A. Reference is made to that certain Xxxx Xxxxxx Termination Agreement
(the "Termination Agreement") of even date herewith by and among Xxxxxx, Xxxxxx
and Easyriders, Inc. (the "Company"). Capitalized terms as used herein shall
have the same meaning as in the Termination Agreement.
X. Xxxxxx desires to purchase from Xxxxxx and Xxxxxx is willing to sell
to Xxxxxx shares of the Company's common stock on the terms herein set forth.
X. Xxxxxx is willing to provide Xxxxxx for a limited period of time with a
limited guaranty with respect to amounts Xxxxxx receives from the Company
pursuant to the Company's obligations to Xxxxxx.
D. The Company and/or its subsidiaries are indebted to Xxxxxx pursuant to
the terms and conditions of the Limited Recourse Promissory Note and various
other documents (the "Other Documents") which include employment and/or
consulting arrangements, reimbursement rights, lease obligations, loan documents
and promissory notes. The Limited Recourse Promissory Note and the Other
Documents are collectively referred to herein as the "Documents," and the
obligations described therein are collectively referred to herein as the
"Obligations".
IT IS THEREFORE AGREED AS FOLLOWS:
1. Within thirty (30) days following the Debt Reduction (i) Xxxxxx shall
purchase 1,500,000 shares of the Company's common stock from Xxxxxx for a cash
purchase price of $300,000 (at a value of $.20 per share) and (ii) Xxxxxx shall
purchase from Xxxxxx, for the cash purchase price of $137,500 plus interest
accrued thereon through the date of purchase, Xxxxxx'x undivided one-half
interest in that certain promissory note of the Company dated October 13, 1999
known as the "Siena Note" in the original principal amount of $275,000, together
with all warrants issued to Xxxxxx pursuant to the Siena Note as of the
Effective Date (the "Vested $275,000.Warrants"). Xxxxxx represents that he is
acquiring said shares of the Company's common stock for investment for his own
account and not with a view towards their distribution. Xxxxxx represents that
he will transfer his interests in the Siena note and the Vested Warrants to
Xxxxxx free and clear of any liens or claims of third parties.
2. Xxxxxx hereby agrees that, if a bankruptcy or similar reorganization
proceeding with respect to the Company is initiated within one (1) year after
the Effective Date of this Agreement, then Xxxxxx will pay to Xxxxxx an amount,
not to exceed $3,000,000.00, with respect to the Obligation represented by the
Limited Recourse Promissory Note, which $3,000,000.00 amount shall be reduced by
(i) 62.5% of the aggregate of any payments of any nature (including credits
against amounts which Xxxxxx may owe to the Company) made by the Company to
Xxxxxx under the Documents after the date hereof (subject to the proviso set
forth below in subparagraph (ii) below) and prior to the initiation of such
bankruptcy or similar reorganization
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proceeding, and (ii) 62.5% of the aggregate of any payments of any nature made
by the Company to Xxxxxx under the Documents as a result of or pursuant to such
bankruptcy or similar reorganization proceeding; provided, however that current
(as opposed to past due) compensation payments pursuant to Xxxxxx'x employment
arrangement with the Company or current rental payments on real property owned
by Xxxxxx which are made prior to the initiation of such bankruptcy or similar
reorganization proceeding shall not serve to reduce the $3,000,000 amount. For
purposes of this paragraph payments to Xxxxxx shall be deemed to include
payments to all members of his immediate family and/or trusts for his or their
benefit and shall include amounts received from the Company or its subsidiaries,
except for such payments made in respect of actual services rendered by members
of his immediate family (e.g. salary payments to Xxxxx Xxxxxxx as an employee of
the company's subsidiary, Paisano Publications, Inc.)
The amount to be paid by Xxxxxx to Xxxxxx pursuant to this Paragraph 2
shall be due and payable by Xxxxxx to Xxxxxx not later than sixty (60) days
after the aggregate amount of such payments to be made by the Company to Xxxxxx
under the Documents as a result of or pursuant to such bankruptcy or similar
reorganization proceeding has been determined.
Notwithstanding the foregoing, if no bankruptcy or similar reorganization
proceeding is initiated with respect to the Company within one (1) year from the
date of this Agreement, then the provisions of this Paragraph 2 shall terminate
and be of no further force or effect. Each of the parties and their permitted
successors and assigns shall execute and deliver any and all additional
documents and writings and shall perform any and all other acts that may be
necessary or expedient in
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connection with the consummation of any matter covered by this Agreement.
3. In any action between the parties seeking enforcement of any of the
terms and provisions of this Agreement, or in connection with any matters
coverage herein, the prevailing party in such action shall be awarded, in
addition to damages, its reasonable costs and expenses, including attorneys'
fees and fees of expert witnesses.
4. IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
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