STOCK SALE AND PURCHASE AGREEMENT
THIS STOCK SALE AND PURCHASE AGREEMENT (this "Agreement") is dated as of
March 1, 2007, and is made and entered into by and among Mercator Momentum Fund
III, LP. ("Buyer") and Xxxxxxx Xxxxxxxx ("Seller").
A. Seller is the record owner of 6,500,003 shares of the $0.001 par
value common stock of Interactive Television Networks, Inc., a
Nevada corporation (the "Company").
B. Seller desires to sell to Buyer and Buyer desires to purchase from
Seller 301,061 shares of the Company's common stock upon the terms
and conditions set forth in this Agreement.
Accordingly, for and in consideration of the premises, the mutual
promises, covenants and agreements hereafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Buyer, intending to be legally bound, do hereby agree
as follows:
ARTICLE I
SALE AND PURCHASE
Section 1.1 Sale and Purchase of Shares. Seller hereby sells, assigns,
transfers and delivers to Buyer a stock certificate, registered in Buyer's name,
for Three Hundred and One Thousand, Sixty One (301,061) shares of common stock
(the "Shares") of the Company, and Buyer hereby purchases, acquires and accepts
the Shares from Seller, all upon the terms and conditions set forth in this
Agreement.
Section 1.2 Purchase Price. The purchase price for the Shares is Thirty
Thousand, One Hundred Six dollars, and Nine cents ($30,106.09). Concurrently
with the execution of this Agreement, Buyer has initiated a wire transfer of
immediately available funds for the entire purchase price to a bank account
previously designated by Seller.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
To induce Buyer to enter into and perform its obligations under this
Agreement, Seller hereby represents and warrants to Buyer, and covenants with
Buyer, as follows:
Section 2.1 Authority and Capacity. Seller has all requisite power,
authority and capacity to enter into this Agreement and perform its obligations
hereby. The execution, delivery and performance of this Agreement by Seller does
not, and the consummation of the transactions contemplated hereby will not,
directly or indirectly (with or without notice or lapse of time):
a) contravene, conflict with or result in a breach of any
condition or provision of, or constitute a default under any
agreement, contract, commitment, pledge, instrument or other
undertaking to which Seller is a party or by which Seller or
the Shares are bound.
b) contravene, conflict with, or result in a violation of, or
give any governmental body or other Person the right to
challenge any of the transactions contemplated by the
Agreement, or to exercise any remedy or obtain any relief
under, any Legal Requirement or any order, writ, injunction,
judgment or decree of any governmental body to which the
Seller may be subject.
Section 2.2 Consents. Except for the filing of a Form 4 pursuant to
Section 16(a) of the Securities Exchange Act of 1934, Seller is not, and will
not be, required to make any filing with or give any notice to, or to obtain any
consent from, any Person in connection with the execution and delivery of any of
this Agreement or the consummation or performance of any of the transactions
contemplated hereby.
Section 2.2 Binding Agreement. This Agreement has been duly and validly
executed and delivered by Seller and constitutes Seller's valid and binding
agreement, enforceable against Seller in accordance with and subject to its
terms.
Section 2.3 Title to Shares. Seller is the lawful, record and beneficial
owner of good and marketable title to all of the Shares, free and clear of any
liens, options, pledges, rights of first refusal, claims, agreements, charges,
security interests, community property interests, equitable interests and
encumbrances whatsoever, including but not limited to any restrictions on use
voting, transfer, receipt of income, or exercise of any other attribute of
ownership. The certificate representing the Shares is valid and genuine and the
sale, conveyance, assignment, transfer and delivery of the certificate
representing the Shares in accordance with the terms of this Agreement transfers
to Buyer legal and valid title to the Shares, free and clear of all liens,
security interests, hypothecations or pledges.
Section 2.5 Litigation. There is no action, suit, proceeding or
investigation pending or, to the best of Seller's knowledge, currently
threatened before any governmental body against the Seller which questions the
validity of this Agreement or the right of Seller to enter it, or to consummate
the transactions contemplated hereby. The Seller is not a party or subject to,
and none of the Shares is bound by, the provisions of any order, writ,
injunction, judgment or decree of any governmental body.
Section 2.6 Brokers or Finders. Seller has incurred no obligation or
liability, contingent or otherwise, for brokerage or finders' fees or agents'
commissions or other similar payment in connection with this Agreement.
Section 2.4 Use of Proceeds. Immediately following the sale of the Shares
to Buyer pursuant to this Agreement, Seller shall purchase $30,106.09 of
set-top-box inventory at commercially reasonable terms and ensure that that the
proceeds of this purchase shall be used by the Company for permitted payments
("the Permitted Payments"). Seller shall submit its purchase of set-top-box
inventory for review and ratification by the Company's Board of Directors as
soon as reasonably practicable following the execution of this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
To induce Seller to enter into and perform their obligations under this
Agreement, Buyer represents and warrants to Seller as follows:
Section 3.1 Authority and Capacity. Buyer has all requisite power,
authority and legal capacity to enter into this Agreement and to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
The execution, delivery and performance of this Agreement by Buyer does not (i)
conflict with any provision of Buyer's charter documents, (ii) result in a
breach of or default under any other agreement to which Buyer is a party or by
which it is bound, or (iii) violate any law applicable to Buyer or any judgment,
order, injunction, decree or award of any court, arbitrator, administrative
agency or governmental body applicable to or binding upon Buyer. This Agreement
constitutes a binding agreement of Buyer.
Section 3.2 Disclosure. Buyer is familiar with the business, technologies,
financial condition, and prospects of the Company, and Seller has made no
representation or warranty regarding the Company, its business, technologies,
financial condition or prospects.
Section 3.3 Investment Representations. Buyer is acquiring the Shares for
Buyer's own account and is not acquiring the Shares with a view to or for sale
in connection with any distribution thereof within the meaning of the Securities
Act of 1933, as amended.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Entire Agreement. This Agreement constitutes the entire
understanding and agreement of the parties relating to the subject matter hereof
and supersedes any and all prior understandings, agreements, negotiations and
discussions, both written and oral, between the parties hereto with respect to
the subject matter hereof.
Section 4.2 Governing Law. This Agreement shall be construed, interpreted
and enforced in accordance with, and shall be governed by, the laws of the State
of California without reference to, and regardless of, any applicable choice or
conflicts of laws principles.
Section 4.3 Counterparts. This Agreement may be executed in any number of
counterparts and by the several parties hereto in separate counterparts, each of
which shall be deemed to be an original, and all of which together shall
constitute one and the same Agreement.
Section 4.4 Further Assurances. Each of the parties hereto shall from time
to time at the request of any other party hereto, and without further
consideration, execute and deliver to such other party such further instruments
of assignment, transfer, conveyance and confirmation and take such other action
as such other party may reasonably request in order to more effectively fulfill
the purposes of this Agreement.
ARTICLE V
DEFINITIONS
Section 5.1 Legal Requirement. "Legal Requirement" shall mean any federal,
state, local, municipal, foreign or other law, statute, legislation,
constitution, principle of common law, resolution, ordinance, code, rule,
regulation, ruling, requirement, decision, opinion or interpretation that is,
has been or may in the future be issued, enacted, adopted, passed, approved,
promulgated, made, implemented or otherwise put into effect by or under the
authority of any governmental body.
Section 5.2 Person. "Person" shall mean any individual, corporation
(including any non profit corporation), general partnership, limited
partnership, limited liability partnership, joint venture, estate, trust,
cooperative, foundation, society, political party, union, company (including any
limited liability company or joint stock company), firm or other enterprise,
association, organization or Governmental Body.
IN WITNESS WHEREOF, this Agreement has been signed by the parties hereto
as of the date first above written.
Buyer: ________________________________
By: ________________________________
Seller:
________________________________
Xxxxxxx Xxxxxxxx
