Exhibit 10.74
STOCK PURCHASE AGREEMENT
AGREEMENT dated this 24th day of March, 1997 between URT INDUSTRIES, INC.
("URT"), a Florida corporation with offices at 0000 Xxxx Xxxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxx 00000, and PEACHES ENTERTAINMENT CORPORATION
("PEC"), a Florida corporation with offices at 0000 Xxxx Xxxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxx 00000.
WHEREAS, in January of 1996, PEC, all of whose outstanding shares of
Series A and Series B preferred stock and more than 85% of whose
outstanding shares of common stock are owned by URT, filed a petition
for reorganization under Chapter 11 of the Bankruptcy Code in the
U.S. District Court for the Southern District of Florida; and
WHEREAS, a plan of reorganization formulated by PEC, as modified (the
"Plan") was approved by its creditors and was thereafter confirmed on
January 17, 1997 by the Court; and
WHEREAS, in order to enable the Plan to be approved and confirmed, it
was necessary for URT to lend $700,000 to PEC upon the effective date
of the Plan, to pay $350,000 to PEC on such effective date as
additional capital to enable it to make a portion of the cash
distributions which were required to be made under the Plan, to
guarantee certain Allowed Claim Notes issued by PEC under the Plan to
certain suppliers and to execute and deliver a subordination agreement
among URT, PEC and such suppliers under which URT would subordinate
all of its rights as a creditor of PEC to the rights of such
suppliers; and
WHEREAS, in order to assist PEC during the post-confirmation period,
URT also agreed to waive its right to receive dividends from PEC at
the rate of 11% per annum on the 2,500 shares of the Series A
preferred stock of PEC owned by URT and at the rate of 13% per annum
on the 2,500 shares of the Series B preferred stock of PEC owned by
URT, for the period from January 1, 1996 through March 31, 1997,
amounting to a total of $75,000; and
WHEREAS, URT agreed to provide all of the foregoing cash and benefits
(the "Consideration") to PEC in exchange for the issuance by PEC to
URT of additional shares of common stock of PEC having an aggregate
value equal to the value of the Consideration; and
WHEREAS, the directors of each of the corporations have determined
that the value of the Consideration equals no less than $500,000 and
that in exchange therefor, URT should receive from PEC such number of
additional authorized shares of the common stock of PEC having an
aggregate value of no less than such amount; and
WHEREAS, it has been determined, based on various factors by the Board
of Directors of each of such corporations, that 20,000,000 shares of
the authorized common stock of PEC should be issued to URT in exchange
for the Consideration; and
WHEREAS, the parties wish to set forth in this document certain
agreements between them relating thereto,
IT IS, THEREFORE, AGREED:
1. Sale of Shares/Purchase Price.
(a) URT agrees to purchase from PEC and PEC agrees to sell to URT for the
purchase price set forth herein, 20,000,000 shares of the common stock of PEC,
$.01 par value (the "Purchased Shares"). Such sale shall be consummated by the
delivery to URT as promptly as practicable after the date hereof of one or more
stock certificates representing the Purchased Shares.
(b) The purchase price for the Purchased Shares is two and one half cents
($.025) per share, or an aggregate purchase price of $500,000.
2. Consideration.
PEC acknowledges that the value of the Consideration is not less than Five
Hundred Thousand Dollars ($500,000) and that it has received all of the
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Consideration.
3. PEC's Representations and Warranties.
PEC represents and warrants that the execution of and performance of its
obligations under this Agreement have been duly authorized by all necessary
corporate action and that upon their issuance, the Purchased Shares will be
fully paid and non-assessable.
4. URT's Representations and Warranties.
URT represents and warrants that the Purchased Shares have not been
registered or qualified for public offering or sale under the Securities Act of
1933, as amended (the "Act") or any state securities laws and that it is
acquiring such Shares for investment only and solely for its own account and not
with a view to the offer or sale in connection with any distribution thereof and
that it will not sell or transfer or otherwise dispose of any of the Purchased
Shares except in compliance with the Act and the rules and regulations
promulgated thereunder or pursuant to an exemption therefrom and except in
compliance with applicable state securities laws.
5. Legend.
Both parties agree that the stock certificate or certificates representing
the Purchased Shares shall bear an appropriate legend in such form as the
Continental Stock Transfer & Trust Company shall deem appropriate in order to
carry out the provisions of paragraph 4.
6. Other Documents.
Each party agrees to execute and deliver such other and further instruments
and take such other and further action as either party may reasonably request in
order to effectuate the provisions of this Agreement.
7. Governing Law.
This Agreement contains the entire agreement of the parties with respect to
its subject matter and shall be governed by the law of the State of Florida.
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IN WITNESS WHEREOF, each of the undersigned has executed this agreement as
of the date and year set forth above.
URT INDUSTRIES, INC.
By: s/Xxxxx Xxxx
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PEACHES ENTERTAINMENT CORPORATION
By: s/Xxxxx Xxxx
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