STOCK PURCHASE AGREEMENT
EXHIBIT 10.3
AGREEMENT
made as of this 17th day of June, 2008, by and between
Xxxxx Xxxx ("Seller") and Titan Global Holdings, Inc., a Utah corporation
("Buyer").
W I T N E S S E T H:
WHEREAS,
Seller is the owner of 700,000 shares of series A preferred stock, $.001 par
value per share (the “Series A Shares”), and no (0) shares of series B preferred
stock, $.001 par value per share (the “Series B Shares” and together with the
Series A Shares, the “Preferred Shares”), of IVI Communications, Inc., a Nevada
corporation (“IVI”); and
WHEREAS,
Buyer desires to purchase from Seller and Seller desires to sell to Buyer, the
Preferred Shares upon the terms and conditions hereinafter set forth;
and
WHEREAS,
Seller is the Controller of IVI.
NOW
THEREFORE, in consideration of the mutual covenants and promises herein
contained and upon the terms and conditions hereinafter set forth, the parties
hereto, intending to be legally bound, agree as follows:
1. PURCHASE
AND SALE OF THE SHARES.
Purchase and
Sale. Upon the terms and conditions herein contained, at the
Closing (as hereinafter defined), Seller agrees to sell the Preferred Shares to
Buyer and Buyer agrees to purchase the Shares from Seller, free and clear of all
liens, claims, pledges, mortgages, restrictions, obligations, security interests
and encumbrances of any kind, nature and description.
2. CONSIDERATION.
Purchase
Price. The purchase price for the Shares shall be the Buyer's
payment of Ten dollars ($10.00) to Seller (the "Purchase Price"), receipt of
which is hereby acknowledged.
3. CLOSING.
3.1 Closing. The
closing of the transactions contemplated by this Agreement (the "Closing") is
taking place simultaneously with the execution of this Agreement, at the date
first set forth above (hereinafter the "Closing Date").
3.2 Delivery by
Seller. At the Closing, Seller shall deliver to Buyer,
certificates representing the Preferred Shares and executed Stock Power(s) or
other documents satisfactory to Buyer permitting transfer to Buyer of the
Shares.
1
3.3 Delivery by
Buyer. At the Closing, Buyer shall deliver to the Seller the
Purchase Price in a manner to be agreed upon by Buyer and Seller.
4. REPRESENTATIONS
AND WARRANTIES OF SELLER. Seller hereby represents and
warrants to Buyer as follows:
4.1 Status of Seller and
Shares. The Seller is the lawful owner of the Preferred Shares
with good and marketable title thereto, and the Seller has the absolute right to
sell, assign, convey, transfer and deliver the Preferred Shares and any and all
rights and benefits incident to the ownership thereof (including, without
limitation, any registration rights pertaining to the Preferred Shares), all of
which rights and benefits are transferable by the Seller to the Buyer pursuant
to this Agreement, free and clear of all the following (collectively called
“Claims”) of
any nature whatsoever: security interests, liens, pledges, claims (pending or
threatened), charges, escrows, encumbrances, lock-up arrangements, options,
rights of first offer or refusal, community property rights, mortgages,
indentures, security agreements or other agreements, arrangements, contracts,
commitments, understandings or obligations, whether written or oral and whether
or not relating in any way to credit or the borrowing of money. The
purchase and sale of the Preferred Shares as contemplated herein will (i) pass
good and marketable title to the Preferred Shares to the Buyer, free and clear
of all Claims (assuming that the Buyer is a bona fide purchaser within the
meaning of Section 8-302 of the New York Uniform Commercial Code), and (ii)
convey, free and clear of all Claims, any and all rights and benefits incident
to the ownership of such Preferred Shares (including, without limitation, any
registration rights pertaining to the Preferred Shares).
4.2 No Conflicts;
Advice. Neither the execution and delivery of the Transaction
Agreements, nor the consummation of the transactions contemplated thereby, does
or will violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge or other restriction of any government,
governmental agency, or court to which the Seller is subject or any provision of
its organizational documents or other similar governing instruments, or conflict
with, violate or constitute a default under any agreement, credit facility, debt
or other instrument or understanding to which the Seller is a
party. The Seller has consulted such legal, tax and investment
advisors as it, in its sole discretion, has deemed necessary or appropriate in
connection with its sale of the Preferred Shares.
4.3 Nature of Preferred
Shares. The Preferred Shares were duly authorized and issued
by IVI for fair consideration in bona fide transactions.
5. REPRESENTATIONS,
WARRANTIES AND ACKNOWLEDGEMENTS OF BUYER. Buyer hereby
represents, warrants and acknowledges to Seller as follows:
2
5.1 Investment
Purposes. Buyer is acquiring the Preferred Shares for its own
account, for investment purposes only and not with a view to resale or other
distribution thereof, nor with the intention of selling, transferring or
otherwise disposing of all or any part of such Preferred Shares, or any interest
therein, for any particular price, or at any particular time, or upon the
happening of any particular event or circumstances, except selling,
transferring, or disposing of such Preferred Shares made in full compliance with
all applicable provisions of the Shares Act of 1993 (the "Act") and the Shares
Exchange Act of 1934 ("Exchange Act"), and the Rules and Regulations promulgated
by the Preferred Shares and Exchange Commission thereunder, all as amended; and
that such Shares must be held indefinitely unless they are subsequently
registered under the Act, or an exemption from such registration is
available.
5.2 Sophisticated
Investor. Buyer has sufficient knowledge and experience of
financial and business matters, is able to evaluate the merits and risks of
purchasing such Preferred Shares and has had substantial experience in previous
private and public purchases of securities.
5.3 Buyer
Status. At the time the Buyer was offered the Preferred
Shares, it was, at the date hereof it is, and on the Closing it will be, an
“accredited
investor” as that term is defined in Rule 501(a) of Regulation D under
the Exchange Act.
6. COVENANTS.
6.1 Cancellation of
Debt. By execution of this Agreement, Seller hereby forgives,
releases and forever discharges any debt, monies owing or other obligation owed
to him by IVI or any of its subsidiaries or affiliates.
6.2 Further
Assurances. After the Closing, at the request of either party,
the other party shall execute, acknowledge and deliver, without further
consideration, all such further assignments, conveyances, endorsements, deeds,
powers of attorney, consents and other documents and take such other action as
may be reasonably requested to consummate the transactions contemplated by this
Agreement.
7. Defense
of Actions. Buyer hereby agrees to defend, indemnify
and hold harmless Seller from any and all defense costs incurred by Seller by
reason of or arising out of any and all demands, actions, causes of action,
suits, controversies, damages and any and all other claims, counterclaims,
defenses, rights of set-off, demands and liabilities whatsoever of every name
and nature both at law and in equity, which anyone may now or hereafter assert,
own, hold, have or claim to have against the Seller for, upon, or by reason of
any circumstance, action, cause or thing whatsoever arising under this Agreement
or the transactions contemplated hereby up to a maximum of One Hundred Thousand
Dollars ($100,000).
3
8. Miscellaneous
8.1 Binding Effect;
Benefits. This Agreement shall inure to the benefit of, and
shall be binding upon, the parties hereto and their respective successors and
permitted assigns. Except as otherwise set forth herein, this
Agreement may not be assigned by any party hereto without the prior written
consent of the other party hereto. Except as otherwise set forth
herein, nothing in this Agreement, expressed or implied, is intended to confer
on any person other than the parties hereto or their respective successors and
permitted assigns any rights, remedies, obligations or liabilities under or by
reason of this Agreement.
8.2 Notices. All
notices, requests, demands and other communications which are required to be or
may be given under this Agreement shall be in writing and shall be deemed to
have been duly given when delivered in person, or transmitted by telecopy or
telex, or upon receipt after dispatch by certified or registered first class
mail, postage prepaid, return receipt requested, to the party to whom the same
is so given or made, at the following addresses (or such others as shall be
provided in writing hereinafter):
(a) If to Seller,
to:
Xx. Xxxxx
Xxxx
000
Xxxxxxxxxx Xxxxxx
Xxxxxxx,
XX 00000
Telephone:
Facsimile:
(b) If to the Buyer,
to:
Titan
Global Holdings, Inc.
0000 Xxx
Xxx Xxxxx Xxxxx 000
Xxxxxxxxxx,
Xxxxx 00000
Attention: Xxxxx
X. Chance, President & CEO
Telephone: (000)
000-0000
Facsimile: (000)
000-0000
8.3 Entire
Agreement. This Agreement constitutes the entire agreement and
supersedes all prior agreements and understandings, oral and written, between
the parties hereto with respect to the subject matter hereof.
8.4 Headings. The
section and other headings contained in this Agreement are for reference
purposes only and shall not be deemed to be a part of this Agreement or to
affect the meaning or interpretation of this Agreement.
4
8.5 Counterparts. This
Agreement may be executed in any number of counterparts, each of which, when
executed, shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument.
8.6 Governing
Law. This Agreement shall be construed as to both validity and
performance and enforced in accordance with and governed by the laws of the
State of Texas, without giving effect to the conflicts of law principles
thereof.
8.7 Submission to Jurisdiction;
Consent to Service of Process.
(a) The
parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of
any federal or state court located within the state of Texas over any dispute
arising out of or relating to this Agreement or any of the transactions
contemplated hereby and each party hereby irrevocably agrees that all claims in
respect of such dispute or any suit, action proceeding related thereto may be
heard and determined in such courts. The parties hereby irrevocably
waive, to the fullest extent permitted by applicable law, any objection which
they may now or hereafter have to the laying of venue of any such dispute
brought in such court or any defense of inconvenient forum for the maintenance
of such dispute. Each of the parties hereto agrees that a judgment in
any such dispute may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.
(b) Each of
the parties hereto hereby consents to process being served by any party to this
Agreement in any suit, action or proceeding by the mailing of a copy thereof in
accordance with the provisions of Section 7.2.
8.8 Severability. If
any term or provision of this Agreement shall to any extent be invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby,
and each term and provision of the Agreement shall be valid and enforced to the
fullest extent permitted by law.
8.9 Amendments. This
Agreement may not be modified or changed except by an instrument or instruments
in writing executed by the parties hereto.
[Intentionally
Blank]
5
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.
| TITAN GLOBAL HOLDINGS, INC. | |||
|
|
By:
|
/s/ Xxxxx X. Chance | |
| Xxxxx X. Chance, | |||
| CEO | |||
| /s/ Xxxxx Xxxx | |||
| Xxxxx Tjo | |||
Agreed and Acknowledged:
IVI
COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X.
Xxxxxxxxxx
Xxxxxxx
X. Xxxxxxxxxx,
CEO
6
