Exhibit 99.5
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is made and entered into as of this 22nd day
of August, 1997 by and between Xx Xxxxxx, an individual, ("Seller"), and MEDIA
EQUITIES INTERNATIONAL, LLC, a New York limited liability company ("Purchaser").
RECITALS
A. Seller owns 250 shares (the "Preferred Shares") of Series C Preferred
Stock of Dove Entertainment, Inc. ("Dove").
B. Seller owns a warrant to purchase up to 125,000 shares of Dove's
common stock, par value $0.01 per share (the "Warrant" and, together with the
Preferred Shares, the "Securities").
C. Seller desires to sell to Purchaser, and Purchaser desires to purchase
from Seller the Securities.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants in this Agreement,
the parties agree as follows:
SECTION I
PURCHASE AND SALE
Pursuant to the terms and conditions of this Agreement, Seller hereby sells
to Purchaser, and Purchaser hereby purchases the Securities from Seller for an
aggregate purchase price of $250,000 (the "Purchase Price").
On the date hereof, Seller has delivered to Purchaser certificates
representing the Securities (i.e., certificates representing each of the
Preferred Shares and the Warrant), duly endorsed for transfer to Purchaser,
against payment by Purchaser of the purchase Price by certified check or wire
transfer payable to the order of Seller.
SECTION II
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants to Seller as follows:
2.1 Power. Purchaser has all requisite power to execute and deliver
this Agreement and to carry out and perform its obligations under this
Agreement.
2.2 Authorization. All action on the part of Purchaser and its
officers, directors and managers necessary for the performance of Purchaser's
obligations under this Agreement has been taken prior to the date hereof.
This Agreement is a valid and binding obligation of Purchaser, enforceable in
accordance with its terms.
2.3 Compliance with Other Instruments, None Burdensome, etc. The
execution, delivery and performance of this Agreement shall not result in any
violation of any term of Purchaser's operating agreement or bylaws, or any
default under any instrument or contract to which Purchaser is a party or of
any order, judgment, statute, rule or regulation applicable to Purchaser,
other than those violations or defaults which would not have a material
adverse effect on the financial condition of Purchaser.
2.4 "Accredited Investor" Status. Purchaser is an "accredited
investor," as defined in Rule 501 under the Securities Act of 1933, as
amended (the "Securities Act"); Purchaser is acquiring the Securities for its
own account for investment with no present intention of distributing or
reselling any such Securities with a view to any distribution within the
meaning of the Securities Act; Purchaser understands that the Securities have
not been registered under the Securities Act and the certificates
representing the Securities will bear an appropriate restrictive legend.
Purchaser agrees that it will not, directly or indirectly, voluntarily offer,
sell, pledge or otherwise dispose of (or solicit any offer to purchaser or
otherwise acquire or take a pledge of) any Securities unless (x) registered
pursuant to the provisions of the Securities Act, or (y) an exemption from
registration is available under the Securities Act.
SECTION III
REPRESENTATIONS OF SELLER
Seller hereby represents and warrants to Purchaser as follows:
3.1 Power. Seller has all requisite power to execute and deliver this
Agreement and to carry out and perform his obligations under this Agreement.
3.2 Authorization. All action on the part of Seller necessary for the
performance of Seller's obligations under this Agreement has been taken.
This Agreement is a valid and binding obligation of Seller, enforceable in
accordance with its terms and conditions.
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3.3 Compliance with Other Instruments, None burdensome, etc. The
execution, delivery and performance of this Agreement by Seller shall not
result in any violation of any term in any instrument or contract to which he
is a party or of any order, judgment, statute, rule or regulation applicable
to Seller, nor shall it be in conflict with or constitute a default under any
such term, or result in the creation of any mortgage, pledge, lien,
encumbrance or charge upon any of the properties or assets of Seller.
3.4 Good and Marketable Title; Access to Information. Seller
represents and warrants to Purchaser that he holds good and marketable title
to the Securities, free and clear of all claims, liens, options,
encumbrances, security interests and restrictions of any kind or nature
whatsoever and has full right and authority to deliver same to Purchaser, and
that upon delivery to Purchaser of certificates representing the Securities,
duly endorsed for transfer to purchaser, Purchaser shall receive good and
marketable title to the Securities, free and clear of all claims, liens,
encumbrances, options, security interests and restrictions whatsoever.
Seller further represents to Purchasers that he has had the opportunity to
obtain independent financial, legal and tax advice with respect to the
transaction contemplated by this Agreement and is not relying upon the
Purchaser for any such advice.
SECTION IV
INDEMNIFICATION
Seller agrees to indemnify and hold harmless Purchaser and Dove in respect
of any and all claims, losses, damages, liabilities and expenses, including but
not limited to reasonable attorneys' fees and expenses (collectively, "claims"),
in connection with any breach by Seller of any of his representations,
warranties or obligations in this Agreement.
SECTION V
MISCELLANEOUS
5.1 Expenses. Seller and Purchaser shall each be responsible for the
payment of their own expenses incurred in connection with this Agreement and
the transactions contemplated under this Agreement.
5.2 Governing Law. This Agreement shall be governed by the laws of the
State of California applicable to contracts entered into and to be performed
wholly within California.
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5.3 Modification. This Agreement constitutes the entire agreement
between the parties with respect to the transactions contemplated by this
Agreement. This Agreement may not be modified or amended except by any
instrument in writing signed by or on behalf of both parties.
5.4 Successors and Assigns. This Agreement shall be binding upon the
parties and shall inure to the benefit of the successors, assigns, heirs and
legal representatives of the parties.
5.5 Legal Expenses. In the event of litigation arising out of this
Agreement, each party shall pay its or his own costs of such litigation.
IN WITNESS WHEREOF, the undersigned duly authorized representatives of
Purchaser and Seller have executed this Agreement on the date first set forth
above.
/s/ Xx Xxxxxx
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Xx Xxxxxx
MEDIA EQUITIES INTERNATIONAL, LLC
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
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Title:
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