EXHIBIT 1
STOCK PURCHASE AGREEMENT
BY AND AMONG
▇▇▇▇▇ ▇▇▇▇▇▇▇
TTTTICKETS HOLDING CORP.
AND
B-PARK COMMUNICATIONS, INC.
NOVEMBER 9, 2001
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") dated as of this 9th day
of November, 2001, is made and entered into by and among ▇▇▇▇▇ ▇▇▇▇▇▇▇ and/or
assigns, in his individual capacity, having an address at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (the "Stockholder"), TTTTickets Holding Corp., a
Delaware Corporation, having an office and address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("Tickets") and B-Park Communications, Inc., a Delaware
corporation, having an address at 7 Tfuzot Israel, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
("Purchaser").
R E C I T A L S
WHEREAS, the Stockholder is the owner and holder of 9,000,000 shares (the
"Shares") of the common capital stock of Tickets, representing approximately 90%
of the issued and outstanding shares of the common capital stock of Tickets,
which he desires to sell to Purchaser pursuant to the terms and subject to the
conditions of this Agreement; and
WHEREAS, Purchaser desires to purchase the Shares from the Stockholder
pursuant to the terms and subject to the conditions of this Agreement; and
WHEREAS, Tickets joins in the execution of this Agreement for the purpose
of evidencing its consent to the consummation of the foregoing transaction and
for the purpose of making certain representations and warranties to and
covenants and agreement with Purchaser.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby accepted and acknowledged, the parties hereto
hereby agree as follows:
ARTICLE I.
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REPRESENTATIONS OF TICKETS AND THE STOCKHOLDER
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As a material inducement to Purchaser to enter into this Agreement and
perform its obligations hereunder, Tickets and the Stockholder jointly and
severally represent, warrant and agree as follows:
1.1 Ownership of the Shares. The Stockholder is now, and will be at the
Closing (as defined in Article IV herein) the sole record and beneficial owner,
with full and valid title and control, of the Shares, free and clear of all
liens, taxes, security interests, pledges, encumbrances, restrictions, charges,
demands, assessments and claims of any kind or nature whatsoever, whether
direct, indirect or contingent; the Stockholder has full legal right, power and
authority to enter into this Agreement and to sell, assign, transfer and convey
the Shares to Purchaser pursuant to the terms of this Agreement; the delivery to
Purchaser of a duly endorsed certificate representing the Shares pursuant to the
provisions of this Agreement will transfer to Purchaser valid title to the
Shares, free and clear of all liens, taxes, security interests, pledges,
encumbrances, restrictions, charges, demands, assessments and claims of any kind
or nature whatsoever, whether direct, indirect or contingent; there will be no
existing impediment or
Stock Purchase Agreement - Page 1
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encumbrance to the sale and transfer of such Shares to the Purchaser; the Shares
will be legally and validly issued in material compliance with all applicable
U.S. federal and state securities laws, and will be fully paid and
non-assessable shares of Ticket's common capital stock; and the Shares will have
all been issued under duly authorized resolutions of the Board of Directors of
Tickets.
1.2 Validity of Transaction. This Agreement and, as applicable, each other
agreement contemplated hereby have each been duly executed and delivered by
Tickets and the Stockholder, constitute valid and legally binding obligations of
Tickets and the Stockholder, and are enforceable in accordance with their
respective terms against Tickets and the Stockholder, except as limited by
bankruptcy, insolvency and similar laws affecting creditors generally, and by
general principles of equity. At the time that the Shares are sold, assigned,
transferred and conveyed to Purchaser pursuant to this Agreement, the Shares
will be duly authorized, validly issued, fully paid, nonassessable and free of
any preemptive rights of any then stockholder of Tickets. The execution,
delivery and performance have been duly authorized by Tickets and the
Stockholder, no further consent or authorization of Tickets, Tickets' Board of
Directors or its stockholders, is required, and such execution, delivery and
performance of this Agreement will not violate any applicable federal or state
law or regulation, any order of any court or government agency, or the
certificate of incorporation of Tickets. The execution, delivery and performance
of this Agreement and each other agreement contemplated hereby will not result
in any breach of or default under, or result in the creation of any encumbrance
upon any of the assets of Tickets pursuant to the terms of any agreement by
which Tickets or any of its respective assets may be bound. No consent, approval
or authorization of, or registration or filing with any governmental authority
or other regulatory agency, is required for the validity of the execution and
delivery by Tickets and the Stockholder of this Agreement or any documents
related thereto.
1.3 Existence, Good Standing and Reporting. Tickets is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. Tickets has the power to own, lease, use and operate its properties
and to carry on its business as now being conducted. Tickets is duly qualified
to conduct business as a foreign corporation and is in good standing in every
jurisdiction in which the character or location of the properties owned or
leased by Tickets or the nature of the business conducted by Tickets makes such
qualification necessary. Tickets has all necessary power and authority to
conduct its business and enter into and perform its obligations under this
Agreement. All actions taken by the current directors and stockholders of the
Tickets have been valid and in accordance with the laws of the State of
Delaware. Tickets has timely filed all forms, reports and documents with the
U.S. Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), required to be
filed by it ("SEC Reports"). Tickets has delivered and/or made available to
Purchaser true and complete copies of the SEC Reports. Such SEC Reports, at the
time filed, complied in all material respects with the requirements of the
federal and state securities laws and the rules and regulations of the
Commission thereunder applicable to such SEC Reports. None of the SEC Reports,
including without limitation, any financial statements or schedules included
therein, contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.
Stock Purchase Agreement - Page 2
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1.4 Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As
of the date hereof, the authorized capital of Tickets is 40,000,000 shares of
common capital stock with a par value of $.001 per share, and 10,000,000 shares
of preferred stock with a par value of $.001 per share The issued and
outstanding capital stock of Tickets is 10,000,032 shares of common capital
stock. There are no issued and outstanding shares of preferred stock. All of the
shares of capital stock are, duly authorized, validly issued, fully paid and
non-assessable. No shares of capital stock of Tickets are subject to preemptive
rights or similar rights of the stockholders of Tickets or any liens or
encumbrances imposed through the actions or failure to act of Tickets, or
otherwise. As of the date hereof and at the Closing, (i) there are no
outstanding options, warrants, convertible securities, scrip, rights to
subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor
any other agreements, understandings, claims or other commitments or rights of
any character whatsoever relating to, or securities or rights convertible into
or exchangeable for any shares of capital stock of Tickets, or arrangements by
which Tickets is or may become bound to issue additional shares of capital stock
of Tickets, and (ii) there are no agreements or arrangements under which Tickets
is obligated to register the sale of any of its securities under the Securities
Act of 1933, as amended (the "Securities Act"), and (iii) there are no
anti-dilution or price adjustment provisions contained in any security issued by
Tickets (or in Tickets' certificate of incorporation or by-laws or in any
agreement providing rights to security holders) that will be triggered by the
transactions contemplated by this Agreement. Tickets has furnished to Purchaser
true and correct copies of Tickets' certificate of incorporation and by-laws.
1.5 Subsidiaries and Investments. Except for ▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., Tickets
does not own, directly or indirectly, any of the capital stock of any other
corporation or any equity, profit sharing, participation or other interest in
any corporation, partnership, joint venture or other entity.
1.6 Financial Statements and No Material Changes. Tickets has delivered to
Purchaser prior to the Closing Date its audited balance sheet dated as of
December 31, 2000 and the statement of income for the twelve (12) month period
ended December 31, 2000, each of which has been compiled by the management of
Tickets (collectively, the "Financial Statements"). The Financial Statements
have been prepared in accordance with generally accepted accounting principles
consistently followed by Tickets throughout the periods indicated. The Financial
Statements fairly present the financial condition of Tickets at the date thereof
and, except as indicated therein, reflect all claims against and all debts and
liabilities of Tickets, fixed or contingent, as at the date thereof and the
results of the operations and cash flows of Tickets and the changes in its
financial position for the periods indicated. Since December 31, 2000 (the
"Financial Statements Date") to the Closing Date, Tickets has not: (i) suffered
any material adverse change in the business, operations, properties, prospects,
assets or condition of Tickets, and no event shall have occurred that may result
in such a material adverse change, whether as a result of any legislative or
regulatory change, revocation of any license or rights to do business, fire,
explosion, accident, casualty, labor trouble, flood, drought, riot, storm,
condemnation, act of God, public force or otherwise and no material adverse
change in the assets or liabilities, or in the business or condition, financial
or otherwise, or in the results of operation or prospects, of Tickets except in
the ordinary course of business; (ii) incurred any material obligation or
liability, whether absolute or contingent, except franchise and ad valorem taxes
accruing or becoming payable in the ordinary course of business; (iii) amended
its certificate of
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incorporation or bylaws; (iv) purchased or redeemed any of its shares of capital
stock from, or declared made any payment or distribution to, any of its
Stockholders, or declared or paid any dividend; (v) issued or authorized the
issuance of any securities or any options, warrants or rights to purchase any of
its securities; (vi) acquired or disposed of any material assets or canceled any
material debts or claims other than in the ordinary course of business or as
required by this Agreement; (vii) entered into or amended any material
transaction, contract or commitment other than in the ordinary course of
business or as required by this Agreement; and (viii) sold or knowingly disposed
or otherwise divested itself of the ownership, possession, custody and control
of any corporate books or records of any nature which, in accordance with sound
business practice, are retained for a period of time after their use, creation
or receipt. As used in this subparagraph and all other provisions of this
Agreement, unless specifically excepted to herein, "material" shall mean a
monetary amount of $25,000 or more.
1.7 Books and Records. The minute book of Tickets contains accurate records
of all meetings of and corporate actions or written consents by the stockholders
and board of directors of Tickets, respectively. Tickets does not have any of
its records, systems, controls, data or information recorded, stored,
maintained, operated or otherwise wholly or partly dependent upon or held by any
means (including any electronic, mechanical or photographic process, whether
computerized or not) that (including all means of access thereto and therefrom)
are not under the exclusive ownership and direct control of Tickets. Tickets has
maintained its books, records and accounts in reasonable detail. Tickets will
maintain its present system of internal accounting controls.
1.8 Title to Properties; Encumbrances. Tickets has good, marketable and
indefeasible title to all its properties, both real and personal, and assets.
All such properties, both real and personal, are not subject to any mortgage,
lien, pledge, security interest, conditional sales agreement or encumbrances of
any kind.
1.9 Leases. Tickets is not a party to any lease arrangements.
1.10 Material Contracts (a) Except for this Agreement and the Services
Agreement with Halter Financial Group, Inc. dated as of even date herewith,
Tickets is not currently carrying on any business and is not a party to any
contract, agreement, lease or order which would subject it to any performance or
business obligations or restrictions in the future after the Closing.
(b) Tickets has no employment contracts or agreements with any of its
officers, directors, or with any consultants, employees or other such parties.
(c) Tickets has no stockholder contracts or agreements.
(d) Tickets has no insurance, stock option plans or employee benefit
plans whatsoever.
(e) Tickets is not in default under any contract or any other
document.
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(f) Tickets has no written or oral contracts with any third party
except with its transfer agent, Securities Transfer Corporation.
(g) Tickets has no outstanding powers of attorney and no obligations
concerning the performance of the Seller concerning this Agreement.
(h) Tickets has all material licenses, franchises, grants,
authorizations, permits, easements, variances, exemptions, consents,
certificates, orders and approvals necessary to own, lease and operate the
properties, of, and to carry on the business of Tickets (each a "Permit" and
collectively, "Permits"); (ii) all such Permits are in full force and effect,
and Tickets has fulfilled and performed all material obligations with respect to
such Permits; (iii) no event has occurred which allows, or after notice or lapse
of time would allow, revocation or termination by the issuer thereof or which
results in any other material impairment of the rights of the holder of any such
Permit; and (iv) Tickets has no reason to believe that any governmental body or
agency is considering limiting, suspending or revoking any such Permit.
(i) Neither Tickets nor, to Tickets' knowledge, any employee or agent
of Tickets has made any payments of funds of Tickets, or received or retained
any funds, in each case in violation of any law, rule or regulation or of a
character required to be disclosed by Tickets in any of the SEC Reports.
(j) There are no outstanding judgments or Uniform Commercial Code
financing instruments or Uniform Commercial Code security interests filed
against Tickets or any of its properties.
(k) Tickets has no debt, loan, or obligations of any kind, to any of
its directors, officers, stockholders, or employees, which will not be satisfied
at the Closing.
(j) Tickets does not have and will not have any assets at the time of
the Closing other than cash, as disclosed in the Financial Statements. Tickets
does not own any real estate or any interests in real estate. Tickets does not
own any patents, copyrights, or trademarks. Tickets does not license the
intellectual property of others nor owe fees or royalties on the same.
1.11 Restrictive Documents. Neither Tickets nor the Stockholder are subject
to, or a party to, any charter, bylaw, mortgage, lien, lease, license, permit,
agreement, contract, instrument, law, rule, ordinance, regulation, order,
judgment, injunction, decree, or any other restriction of any kind or character,
that materially adversely affects the business practices, operations or
condition of Tickets or any of its assets or property, or that would prevent
consummation of the transactions contemplated by this Agreement, compliance by
the Stockholder or Tickets with the terms, conditions and provisions hereof or
the continued operation of Tickets' business after the Closing Date on
substantially the same basis as heretofore operated or that would restrict the
ability of Tickets to acquire any property or conduct business in any area.
Tickets and the Stockholder are in compliance with and conform to all statutes,
laws, ordinances, rules, regulations, orders, restrictions and all other legal
requirements of any domestic or foreign government or any instrumentality
thereof having jurisdiction over the conduct of their businesses or the
ownership of their properties.
Stock Purchase Agreement - Page 5
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1.12 Litigation. There are no claims, actions, inquiries, investigations,
suits, proceedings or arbitrations pending or threatened against the Stockholder
or Tickets, nor is the Stockholder or Tickets aware of any claims, actions,
inquiries, investigations, suits or arbitrations before any governmental agency,
court or tribunal, domestic or foreign, or before any private arbitration
tribunal, threatened or pending against the Stockholder or Tickets, nor is there
any basis for any such action, suit, proceeding, arbitration, claim,
investigation or inquiry. There are no outstanding orders, judgments or decrees
of any court, governmental agency or other tribunal naming the Stockholder or
Tickets and enjoining either the Stockholder or Tickets from taking, or
requiring the Stockholder or Tickets to take, any action, or to which the
Stockholder, Tickets, Tickets' business or properties are bound or subject.
Neither the Stockholder nor Tickets is subject to or in default with respect to
any order, writ, injunction, or decree of any federal, state, local, or foreign
court, department, agency, or instrumentality.
1.13 Taxes. Tickets has filed or caused to be filed, within the times and
within the manner prescribed by law, all federal, state and foreign tax returns
and tax reports that are required to be filed by, or with respect to, Tickets.
Such returns and reports reflect accurately all liability for taxes of Tickets
for the periods covered thereby. All federal, state, local and foreign income,
franchise, sales, use, occupancy, excise and other taxes and assessments
(including interest and penalties) payable by, or due from, Tickets have been
fully paid or adequately disclosed and fully provided for in the books and
financial statements of Tickets. The federal income tax liability of Tickets has
been finally determined for all fiscal years to and including the fiscal year
ended December 31, 2000. To the best of the Stockholder and Tickets' knowledge
no examination of any tax return of Tickets is currently in progress by any
state or federal administrative or regulatory agency. There are no outstanding
agreements or waivers extending the statutory period of limitation applicable to
any tax return of Tickets. Tickets has paid (i) all material taxes, assessments
and governmental priority claims and charges imposed upon its properties or upon
the income or profits therefrom (in each case before the same becomes delinquent
and before penalties accrue thereon) known to be due, and (ii) all claims for
labor, materials or supplies that, if unpaid, might by law become liens upon any
of its properties, unless and to the extent that the same are being contested in
good faith and by appropriate proceedings, and adequate reserves have been set
aside on its books with respect thereto, in accordance with generally accepted
accounting principles.
1.14 Liabilities. Tickets has no outstanding claims, liabilities or
indebtedness, whether accrued, contingent, absolute, determined, determinable or
otherwise, except as set forth in the Financial Statements, which could be
charged as a liability to Tickets, and to the best knowledge of the Stockholder
there is no existing condition, situation or set of circumstances which could
reasonably be expected to result in such a liability. Tickets is not in default
in respect of the terms or conditions of any indebtedness.
1.15 Brokers or Finder's Fees. Any agent, broker, person or firm acting on
behalf of Tickets or the Stockholder who is, or will be, entitled to any
commission or broker's or finder's fees from Tickets or the Stockholder in
connection with any of the transactions contemplated herein shall be paid by the
Stockholder.
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1.16 Consents. No consent, authorization, approval, permit or license of,
or filing with, any governmental or public body or authority, including but not
limited to the Commission and the National Association of Securities Dealers
(the "NASD"), except such actions or filings that have been undertaken or made
prior to the date hereof and that will be in full force and effect (or as to
which all applicable waiting periods have expired) on and as of the date hereof
or which are not required to be filed on or prior to the date of the Closing,
any lender or lessor or any other person or entity is required to authorize, or
is required in connection with, the execution, delivery and performance of this
Agreement or the agreements contemplated hereby on the part of Tickets or the
Stockholder.
1.17 Due Diligence Materials. The information heretofore furnished by the
Stockholder or Tickets to Purchaser for purposes of or in connection with this
Agreement or any transaction contemplated hereby does not, and all such
information hereafter furnished by the Stockholder or Tickets to the Purchaser
will not (in each case taken together and on the date as of which such
information is furnished), contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements
contained therein, in the light of the circumstances under which they are made,
not misleading.
1.18 Not Subject to Voting Trust; No Proxies. None of the Shares are or
will be subject to any voting trust or agreement. No person holds or has the
right to receive any proxy or similar instrument with respect to the Shares.
Except as provided in this Agreement, the Stockholder is not a party to any
agreement which offers or grants to any person the right to purchase or acquire
any of the Shares. There is no applicable local, state or federal law, rule,
regulation, or decree which would, as a result of the sale contemplated by this
Agreement, impair, restrict or delay any voting rights with respect to the
Shares.
1.19 Survival of Representations. The representations and warranties herein
by the Stockholder and Tickets will be true and correct in all material respects
on and as of the Closing with the same force and effect as though said
representations and warranties had been made on and as of the Closing and will,
except, provided herein, survive the Closing.
1.20 No Solicitation. No form of general solicitation or general
advertising was used by the Stockholder or, to the best of its actual knowledge,
any other person acting on behalf of the Stockholder, in connection with the
offer and sale of the Shares. Neither the Stockholder, nor, to its knowledge,
any person acting on behalf of the Stockholder, has, either directly or
indirectly, sold or offered for sale to any person (other than Purchaser) any of
the Shares, and the Stockholder represents that neither itself nor any person
authorized to act on its behalf (except that the Stockholder makes no
representation as to Purchaser) will sell or offer for sale any such security
to, or solicit any offers to buy any such security from, or otherwise approach
or negotiate in respect thereof with, any person or persons so as thereby to
cause the issuance or sale of any of the Shares to be in violation of any of the
provisions of Section 5 of the Exchange Act, as amended, or any other provision
of law.
1.21 Compliance with Law. To the best of its knowledge, Tickets has
complied with, and is not in violation of any provision of laws or regulations
of federal, state or local government authorities and agencies. There are no
pending or threatened proceedings against
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Tickets by any federal, state or local government, or any department, board,
agency or other body thereof.
1.22 OTC Listing. Tickets is currently listed on the OTC Electronic
Bulletin Board under the trading symbol "TTTT.OB". Tickets is not in default
with respect to any listing requirements of the NASD.
1.23 Corporate Documents Effective. The certificate of incorporation and
the bylaws of Tickets, as provided to Purchaser are, or will at the Closing be,
in full force and effect and all actions of the Board of Directors or
stockholders required to accomplish same have, or will at the Closing have been,
taken.
1.24 No Stockholder Approval Required. The acquisition of the Shares by
Purchaser from the Stockholder does not require the approval of the stockholders
of Tickets under the Delaware General Corporate Law ("DGCL"), Tickets'
certificate of incorporation or bylaws, or any other requirement of law or, if
stockholder approval is required it has or will, prior to the Closing, be
properly obtained in accordance with the requirements of Tickets' certificate of
incorporation and by-laws and the DGCL.
1.25 No Dissenters' Rights. The acquisition of the Shares by Purchaser from
the Stockholder will not will not give rise to any dissenting stockholders'
rights under the DGCL, Tickets' certificate of incorporation or bylaws, or
otherwise.
1.26 Prior Offerings. All issuances by Tickets of shares of common stock in
past transactions have been legally and validly effected, and all of such shares
of common stock are fully paid and non-assessable. All of the offerings of
Tickets' common capital stock were conducted in strict accordance with the
requirements of either Section 4(2) of the Securities Act, in full compliance
with the requirements of the Securities Act and the Exchange Act, as applicable,
or Rule 1145 of the United States Bankruptcy Code, and in full compliance with
and according to the requirements of the DGCL and Tickets' certificate of
incorporation and bylaws. Tickets has provided to Purchaser copies of all
documents prepared and filed in connection with any such offerings.
ARTICLE II.
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REPRESENTATIONS OF PURCHASER
----------------------------
As a material inducement to Tickets and the Stockholder to enter into this
Agreement and perform their respective obligations hereunder, Purchaser
represents, warrants and agrees as follows:
2.1 Authority. Purchaser has the power and authority to make, execute,
deliver and perform this Agreement.
2.2 Restrictive Documents. Purchaser is not subject to any mortgage, lien,
lease, agreement, instrument, order, law, rule, regulation, judgment or decree,
or any other restriction
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of any kind or character, that would prevent consummation of the transactions
contemplated by this Agreement.
2.3 Broker's or Finder's Fees. No agent, broker, person or firm acting on
behalf of Purchaser is, or will be, entitled to any commission or broker's or
finder's fees from any of the parties hereto, or from any person controlling,
controlled by or under common control with any of the parties hereto, in
connection with any of the transactions contemplated herein.
2.4 Validity of Transaction. This Agreement is a valid and legally binding
obligation of Purchaser, enforceable in accordance with its terms against
Purchaser, except as limited by bankruptcy, insolvency and similar laws
affecting creditors generally, and by general principles of equity. The
execution, delivery and performance of this Agreement and each other agreement
contemplated hereby have been duly authorized by Purchaser and will not violate
any applicable federal or state law, any order of any court or government
agency. No consent, approval or authorization of, or registration or filing with
any governmental authority or other regulatory agency, is required for the
validity of the execution and delivery by Purchaser of this Agreement or any
documents related thereto.
ARTICLE III.
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SALE OF THE SHARES
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3.1 Sale of the Shares. Subject to the terms and conditions herein stated, on
the basis of the representations, warranties and agreements herein contained,
the Stockholder agrees to sell, exchange, assign, transfer and deliver to
Purchaser on the Closing Date the Shares, in form and substance satisfactory to
Purchaser, and as shall be effective to vest in Purchaser all rights, title and
interest in and to all of the Shares, and Purchaser agrees to purchase from the
Stockholder on the Closing Date the Shares for the consideration of $20,000 (the
"Purchase Price"), which shall be payable upon the Closing (as set forth in
Article IV herein). The certificate(s) representing the Shares shall be
delivered at the Closing.
ARTICLE IV.
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CLOSING
-------
4.1 Closing. The consummation of the sale and purchase of the Shares and
the other transactions contemplated by and described in this Agreement shall
take place at a closing (the "Closing") to be held simultaneously with the
execution of this Agreement (the "Closing Date"). All transactions contemplated
by this Agreement shall be deemed effective as of the Closing Date.
4.2 Actions of Tickets and the Stockholder. At the Closing, or as soon
thereafter as reasonably practicable, Tickets and the Stockholder, as the case
shall be, shall deliver to Purchaser the following:
(a) Certificate(s) representing the Shares; and
(b) All corporate records.
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4.3 Actions of Purchaser at Closing(a) . At the Closing, Purchaser shall
deliver or cause to be delivered to the Stockholder the Purchase Price.
ARTICLE V.
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INDEMNITY
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5.1 Indemnification by the Stockholder. The Stockholder hereby agrees that
notwithstanding any investigation which may have been made by or on behalf of
Purchaser prior to the Closing, the Stockholder shall, on a joint or several
basis, indemnify, defend and hold harmless Purchaser (and any affiliated party
thereof) at any time after consummation of the Closing, from and against all
demands, claims, actions, or causes of action, assessments, losses, damages,
liabilities, awards, suits, forfeitures, costs and expenses including, subject
to Section 5.3 below, interest, penalties, court costs, and reasonable
attorneys', consultants' and other professional fees and expenses and
disbursements of every kind and nature asserted against, resulting to, imposed
upon or incurred by Purchaser directly or indirectly, caused by reason of or
resulting from or arising out of any misrepresentation in any Material
Agreement, any omission or alleged omission to state a material fact required to
be stated in any Material Agreement or necessary to make the statements
contained in such Material Agreement not misleading, or any breach or
nonfulfillment of any representation, covenant, warranty or agreement of Tickets
and/or the Stockholder contained in any Material Agreement. As used in this
subparagraph, "Material Agreement" shall mean this Agreement, any exhibit,
schedule, certificate or financial statement delivered under this Agreement, or
any agreement made or executed in connection with the transactions contemplated
by this Agreement, or under the Exchange Act or any state or federal law,
statutory or common law, or otherwise. The Stockholder will in addition
reimburse Purchaser for any legal or any other expenses reasonably incurred by
Purchaser in connection with investigating or defending any such loss, claim,
liability, action or proceeding.
5.2 Indemnification by Purchaser. Purchaser agrees to indemnify, defend and
hold harmless the Stockholder (and any affiliated party thereof), at any time
after consummation of the Closing, from and against all material demands,
claims, actions or causes of action, assessments, losses, damages, liabilities,
costs and expenses, including, interest, penalties, court costs and reasonable
attorneys' fees and expenses asserted against, resulting to, imposed upon or
incurred by such individuals, directly or indirectly, caused by reason of or
resulting from or arising out of any failure to perform any obligations of
Purchaser and/or misrepresentation or any breach or nonfulfillment of any
representation, warranty, covenant and/or agreement of Purchaser contained in
this Agreement, in any exhibit, schedule, certificate or financial statement
delivered under this Agreement, or in any agreement made or executed in
connection with the transactions contemplated by this Agreement.
5.3 Defense.
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(a) Promptly after the receipt by any person entitled to
indemnification under Section 5.1 and 5.2 of this Agreement of notice of
(i) any claim or (ii) the commencement of any action or proceeding, such
party (the "Aggrieved Party") will, if claim with respect thereto is made
against any party obligated to provide indemnification pursuant to
Stock Purchase Agreement - Page 10
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Section 5.1 and 5.2 of this Agreement (the "Indemnifying Party"), give such
Indemnifying Party written notice of such claim or the commencement of such
action or proceeding and shall permit the Indemnifying Party to assume the
defense of any such claim or any proceeding or litigation resulting from
such claim, unless the action or proceeding seeks an injunction or other
similar relief against the Aggrieved Party or there is a conflict of
interest between it and the Indemnifying Party in the conduct of the
defense of such action. Failure by the Indemnifying Party to notify the
Aggrieved Party of its election to defend any such proceeding or action
within a reasonable time, but in no event more than 15 days after written
notice thereof shall have been given to the Indemnifying Party, shall be
deemed a waiver by the Indemnifying Party of its right to defend such
action.
(b) If the Indemnifying Party assumes the defense of any such claim or
litigation resulting therefrom with counsel reasonably acceptable to the
Aggrieved Party, the obligations of the Indemnifying Party as to such claim
shall be limited to taking all steps necessary in the defense or settlement
of such claim or litigation resulting therefrom and to holding the
Aggrieved Party harmless from and against any losses, damages and
liabilities caused by or arising out of any settlement or any judgment in
connection with such claim or litigation resulting therefrom. The Aggrieved
Party may participate, at its expense, in the defense of such claim or
litigation provided that the Indemnifying Party shall direct and control
the defense of such claim or litigation. The Aggrieved Party shall
cooperate and make available all books and records reasonably necessary and
useful in connection with the defense. The Indemnifying Party shall not, in
the defense of such claim or any litigation resulting therefrom, consent to
entry of any judgment, except with the written consent of the Aggrieved
Party, or enter into any settlement, except with the written consent of the
Aggrieved Party.
(c) If the Indemnifying Party shall not assume the defense of any such
claim or litigation resulting therefrom, the Aggrieved Party may defend
against such claim or litigation in such manner as it may deem appropriate
and reasonably satisfactory to the Aggrieved Party. The Indemnifying Party
shall promptly reimburse the Aggrieved Party for the amount of all
expenses, legal or otherwise, as incurred by the Aggrieved Party in
connection with the defense against or settlement of such claim or
litigation. No settlement of claim or litigation shall be made without the
consent of the Indemnifying Party, which consent shall not be unreasonably
withheld. If no settlement of the claim or litigation is made, the
Indemnifying Party shall promptly reimburse the Aggrieved Party for the
amount of any judgment rendered with respect to such claim or in such
litigation and of all expenses, legal or otherwise, as incurred by the
Aggrieved Party in the defense against such claim or litigation.
(d) The rights to indemnification hereunder shall apply to claims made
by either party against the other whereby written notice of the claim has
been made and delivered within the one-year period following the Closing
Date unless otherwise provided herein.
Stock Purchase Agreement - Page 11
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ARTICLE VI.
-----------
COVENANTS
---------
From the date of this Agreement to the Closing, the Stockholder and Tickets
covenant as follows:
6.1 The Stockholder will to the best of his ability preserve intact the
current status of Tickets and the trading capacity of Tickets.
6.2 The Stockholder will furnish Purchaser with whatever corporate records
and documents of Tickets are available, such as certificates of incorporation
and bylaws.
6.3 Tickets will not enter into any contract, written or oral, or business
transaction, merger or business combination, or incur any debts, loan, or
obligations without the express written consent of Purchaser or enter into any
agreements with its officers, directors, or stockholders.
6.4 Tickets will not amend or change its certificate of incorporation or
bylaws, or issue any further shares in the common capital stock of Tickets
without the express written consent of Purchaser.
6.5 Tickets will not issue any stock options, warrants or other rights or
interest in the Shares or in its shares of common capital stock.
6.6 The Stockholder will not encumber or mortgage any right or interest in
the Shares, and will not transfer any rights to the Shares to any third party
whatsoever.
6.7 Tickets will not declare any dividend in cash or stock, or any other
benefit, to its stockholders.
6.8 Tickets will not institute any bonus, benefit, profit sharing, stock
option, pension retirement plan or similar arrangement.
6.9 Tickets will cause each person who is a director or officer of Tickets
to submit his or her written resignation as director or officer of Tickets,
which resignation will be effective immediately, and Tickets will take all steps
required to appoint nominees of Purchaser as directors and officers of Tickets.
6.10 Tickets will arrange for Tickets' current bank account to be closed
and the delivery of all bank account statements and records pertaining to this
account.
ARTICLE VII.
------------
TERMINATION, AMENDMENT AND WAIVER
---------------------------------
7.1 Waiver. Any term, provision, covenant, representation, warranty or
condition of this Agreement may be waived, but only by a written instrument
signed by the party entitled to the
Stock Purchase Agreement - Page 12
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benefits thereof. The failure or delay of any party at any time or times to
require performance of any provision hereof or to exercise its rights with
respect to any provision hereof shall in no manner operate as a waiver of or
affect such party's right at a later time to enforce the same. No waiver by any
party of any condition, or of the breach of any term, provision, covenant,
representation or warranty contained in this Agreement, in any one or more
instances, shall be deemed to be or construed as a further or continuing waiver
of any such condition or breach or waiver of any other condition of the breach
of any other term, provision, covenant, representation or warranty. No
modification or amendment of this Agreement shall be valid and binding unless it
be in writing and signed by all parties hereto.
7.2 Termination by Purchaser. Notwithstanding anything to the contrary
herein, Purchaser shall have the right, in its sole and absolute discretion, at
any time prior to its payment of the Purchase Price, to terminate this
Agreement, in which event, this Agreement shall be terminated and no party shall
have any further obligation to any other party.
ARTICLE VIII.
-------------
MISCELLANEOUS
-------------
8.1 Knowledge of the Parties. Where any representation or warranty
contained in this Agreement is expressly qualified by reference to the
knowledge, information and belief of the parties, the parties confirm that they
have made due and diligent inquiry as to the matters that are the subject of
such representations and warranties.
8.2 Expenses. Except as otherwise expressly provided in this Agreement,
whether or not the Closing occurs, each party hereto shall pay its own expenses
incidental to the preparation of this Agreement, the carrying out of the
provisions hereof and the consummation of the transactions contemplated.
8.3 Governing Law. This Agreement shall be governed in all respects,
including validity, construction, interpretation and effect, by the laws of the
State of Texas (without regard to principles of conflicts of law). Each of the
parties hereto agrees to submit to the exclusive jurisdiction of any federal or
state court within the County of Dallas, with respect to any claim or cause of
action arising under or relating to this Agreement. The parties agree that any
service of process to be made hereunder may be made by certified mail, return
receipt requested, addressed to the party at the address appearing in Section
8.7, together with a copy to be delivered to such party's attorneys via
telecopier (if provided in Section 8.7). Such service shall be deemed to be
completed when mailed and sent and received by telecopier. Seller and Purchaser
each waives any objection based on forum non conveniens. Nothing in this
paragraph shall affect the right of Seller or Purchaser to serve legal process
in any other manner permitted by law.
8.4 "Person" Defined. "Person" shall mean and include an individual, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization and a government or other department or agency thereof.
Stock Purchase Agreement - Page 13
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8.5 Captions. The Article and Section captions used herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
8.6 Publicity. Except as otherwise required by law, none of the parties
hereto shall issue any press release or make any other public statement, in each
case relating to or connected with or arising out of this Agreement or the
matters contained herein, without obtaining the prior approval of all parties
hereto to the contents and the manner of presentation and publication thereof.
8.7 Notices. Any notice or other communications required or permitted
hereunder shall be sufficiently given if delivered in person or sent by telex or
by registered or certified mail, postage prepaid, addressed as follows: If to
Purchaser, ▇/▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and if to
the Stockholder, to ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇; or such other address as shall be furnished in writing by any such party,
and such notice or communication shall be deemed to have been given as of the
date so delivered, sent by fax or mailed.
8.8 Parties in Interest. This Agreement may not be transferred, assigned,
pledged or hypothecated by any party hereto. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, executors, administrators, successors and assigns.
8.9 Counterparts. This Agreement may be executed in two (2) or more
counterparts, all of which taken together shall constitute one instrument.
8.10 Entire Agreement. This Agreement, including the other documents and
agreements referred to herein that form a part hereof, contains the entire
understanding of the parties hereto with respect to the subject matter contained
herein and therein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
8.11 Waivers and Amendments; Non-Contractual Remedies; Preservation of
Remedies. This Agreement may be amended, superseded, cancelled, renewed, or
extended, and the terms hereof may be waived, only by a written instrument
signed by authorized representatives of the parties or, in the case of a waiver,
by an authorized representative of the party waiving compliance. No such written
instrument shall be effective unless it expressly recites that it is intended to
amend, supersede, cancel, renew or extend this Agreement or to waive compliance
with one or more of the terms hereof, as the case may be. No delay on the part
of any party in exercising any right, power or privilege shall hereunder shall
operate as a waiver thereof, nor shall any waiver on the part of any party of
any such right, power or privilege, or any single or partial exercise of any
such right, power of privilege, preclude any further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided are cumulative and are not exclusive of any rights or remedies that any
party may otherwise have at law or in equity. The rights and remedies of any
party based upon, arising out of or otherwise in respect of any inaccuracy in or
breach of any representation, warranty, covenant or agreement contained in this
Agreement shall in no way be limited by the fact that the act, omission,
occurrence or other state of facts upon which any claim of any such inaccuracy
or
Stock Purchase Agreement - Page 14
------------------------
breach is based may also be the subject of any other representation, warranty,
covenant or agreement contained in this Agreement (or in any other agreement
between the parties) as to which there is no inaccuracy or breach.
8.12 Severability. In case any provision in this Agreement shall be held
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof will not in any way be affected or impaired
thereby.
8.13 Third Party Beneficiaries. Each party hereto intends that this
Agreement shall not benefit or create any right or cause of action in or on
behalf of any Person other than the parties hereto.
8.14 Negotiation. Each party hereto declares that the provisions of this
Agreement and of all documents annexed thereto or referred to therein, have been
negotiated and declares having read this Agreement and those documents and
having understood their scope and nature.
8.15 Materiality. Unless otherwise set forth herein, material or
materiality as used in this Agreement shall mean an event having a monetary
amount of $25,000.00 or more.
8.16 Taxes Any income taxes required to be paid in connection with the
payments due hereunder, shall be borne by the party required to make such
payments. Any withholding taxes in the nature of a tax on income shall be
deducted from payments due, and the party required to withhold such tax shall
furnish to the party receiving such payment all documentation necessary to prove
the proper amount to withhold of such taxes and to prove payment to the tax
authority of such required withholding.
8.17 Further Assurances. Each party shall, at the request of the other
party, at any time and from time to time following the Closing promptly execute
and deliver, or cause to be executed and delivered, to such requesting party all
such further instruments and take all such further action as may be reasonably
necessary or appropriate to carry out the provisions and intents of this
Agreement and of the instruments delivered pursuant to this Agreement.
8.18 Severability of Provisions. If any provision or any portion of any
provision of this Agreement or the application of any such provision or any
portion thereof to any person or circumstance, shall be held invalid or
unenforceable, the remaining portion of such provision and the remaining
provisions of the Agreement, or the application of such provision or portion of
such provision is held invalid or unenforceable to person or circumstances other
than those as to which it is held invalid or unenforceable, shall not be
affected thereby and such provision or portion of any provision as shall have
been held invalid or unenforceable shall be deemed limited or modified to the
extent necessary to make it valid and enforceable, in no event shall this
Agreement be rendered void or unenforceable.
Stock Purchase Agreement - Page 15
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IN WITNESS WHEREOF, Tickets has caused its corporate name to be hereunto
subscribed by its respective officer thereunto duly authorized, and the
Stockholder and Purchaser have executed this Agreement, as of the date first
above written.
TTTTICKETS HOLDING CORP.
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, President
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
B-PARK COMMUNICATIONS, INC.
By:/s/ Eliron Yaron
------------------------------------
Eliron Yaron, President
Stock Purchase Agreement - Page 16
------------------------