STOCK PURCHASE AGREEMENT
CHRISTIAN SPEAKERS, INC.
This stock purchase agreement, hereinafter referred to as "Agreement" or
"Agreement", is executed this 1st day of December, 1999, by and between iExalt,
Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ("Buyer") and Premiere Speakers Bureau
d/b/a/ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ("▇▇▇▇▇▇" or
"▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇").
WHEREAS, Seller is the owner of Seller's Business, situated and located in
Franklin, Tennessee more particularly described in Exhibit "A" attached hereto
and made a part hereof, hereinafter referred to as the "Business"; and
WHEREAS, Buyer desires to purchase Seller's Business and Seller desires to sell
said Business to Buyer;
NOW, THEREFORE, for and in consideration of the mutual covenants and promises
hereinafter contained, the Seller agrees to sell and the Buyer agrees to buy the
"Business" upon the following terms and conditions.
1. PURCHASE PRICE AND METHOD OF PAYMENT. Buyer shall pay and Seller shall accept
the purchase price for the Business in the manner of payment therefor set forth
in Exhibit "B" attached hereto and made a part hereof.
2. CLOSING. The closing of the transactions contemplated by this agreement,
hereinafter referred to as "The Closing", shall be held on the 1st day of
December, 1999 or at such other place, date and time as the parties hereto may
otherwise agree (such date to be referred to in this agreement as the "Closing
Date").
3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to
Buyer the correctness, truthfulness and accuracy of the matters shown on Exhibit
"C" attached hereto, all of which shall survive closing. In addition, Seller
represents and warrants to Buyer that the documents enumerated in Exhibit "D"
attached hereto and made a part hereof, are true, authentic and correct copies
of the original, or, if appropriate, the originals themselves, and no
alterations or modifications thereof have been made.
iExalt further represents and warrants that it shall make available funds
for the expansion and marketing of ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Funds of no less than
forty thousand dollars, ($40,000), shall be made available for these projects.
▇▇▇▇▇ ▇▇▇▇ shall provide a development plan, budget and implementation schedule
for these projects which shall include projected costs and a recommended
implementation schedule. Schedule, budget and implementation shall be subject to
mutual approval.
iExalt shall further assist in the development of ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
through the creation of an advisory board of knowledgeable industry
representatives to assist in the planning, expansion and development of
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. iExalt and the advisory board shall assist in the
1
development, testing and implementation of an marketing plan for
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, assistance with Christian Happenings, and the online
ticketing service.
4. REPRESENTATIONS AND WARRANTIES. Buyer and Seller hereby represent and warrant
the following:
a. Brokers. There has been no act or omission by Buyer or Seller, which would
give rise to any valid claim against any of the parties hereto for a brokerage
commission, finder's fee, or other like payment in connection with the
transactions contemplated hereby.
5. TRANSACTIONS PRIOR TO CLOSING. Seller hereby covenants the following:
a. Conduct of Seller's Business Until Closing. Except as Buyer may otherwise
consent in writing prior to the Closing Date, Seller will not enter into any
transaction, take any action or fail to take any action which would result in,
or could reasonably be expected to result in or cause any of the representations
and warranties of Seller contained in this Agreement to be void, invalid or
false on the Closing Date.
b. Advice of Changes. Between the date hereof and the Closing Date, Seller will
promptly advise Buyer in writing of any fact which, if existing or known at the
date hereof, would have been required to be set forth herein or disclosed
pursuant to this Agreement.
c. Documents. Seller shall deliver to Buyer at closing such documents which are,
in Buyer's sole discretion, necessary to fully satisfy the objectives of this
Agreement in content and form reasonably intended to do so.
d. Additional Purchase Option: On the anniversary date of the closing of this
transaction and for twelve months thereafter, Buyer shall retain an additional
option to purchase Premiere Speakers Bureau, Inc. as set forth in this
Paragraph. Buyer shall have the right to purchase for iExalt common stock either
all of the outstanding stock of Premiere Speakers Bureau, Inc. or substantially
all the assets of Premiere Speakers Bureau, Inc. for the consideration of one
(1) times the most recent 12 months total revenues (net of bad debts,
allowances, adjustments or any revenue deduction) or three times EBITA
annualized based upon the previous three months, whichever is less. Such option
to purchase shall inure to the Buyer and must be exercised in the twelve-month
period after closing.
e. Registration Rights: Should iExalt file a registration statement with the SEC
of the Corporation's common stock at any time, the sellers of
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall have the right to include no less than 50,000 shares
of their stock in that offering.
f. As soon as practicable after closing, Buyer shall file a corporate name
change for the entity purchased and Seller shall be granted the unrestricted
right to use the name Premiere Speakers Bureau subject to paragraph (d) above.
2
g. LIABILITIES. Seller expressly accepts liability associated with any claim or
suit by any personality booked by the Seller prior to the time of the closing of
this transaction and/or any claim regarding services or agreements with ▇▇▇▇▇▇
▇▇▇▇▇▇▇.
6. EXPENSES. Each of the parties hereto shall pay its own expenses in connection
with this Agreement and the transactions contemplated hereby, including the fees
and expenses of its counsel and its certified public accountants.
7. GENERAL.
a. Survival of Representations and Warranties. Each of the parties to this
Agreement covenants and agrees that their respective representations,
warranties, covenants, statements, and agreements contained in this Agreement
shall survive the Closing Date. Except as set forth in this Agreement, the
exhibits hereto or in the documents and papers delivered by Seller to Buyer in
connection herewith, there are no other agreements, representations, warranties,
or covenants by or among the parties hereto with respect to the subject matter
hereof.
b. Waivers. No action taken pursuant to this Agreement, including any
investigation by or on behalf of any party shall be deemed to constitute a
waiver by the party taking such action of compliance with any representation,
warranty, covenant or agreement contained herein or therein and in any documents
delivered in connection herewith or therewith. The waiver by any party hereto of
a breach of any provision of this Agreement shall not operate or be construed as
a waiver of any subsequent breach.
c. Notices. All notices, requests, demands and other communications which are
required or may be given under this Agreement shall be in writing and shall be
deemed to have been duly given if delivered or mailed, first class mail, postage
prepaid,
To Seller:
Mr. ▇▇▇▇▇ ▇▇▇▇
277 ▇▇▇▇▇▇▇ Station Road
Premiere Speakers Bureau
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
To Buyer:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
iExalt, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Fax: 281-
or to such other address as such party shall have specified by notice in writing
to the other party.
3
d. Sections and Other Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretations of this Agreement.
e. Governing Law. This agreement, and all transactions contemplated hereby,
shall be governed by, construed and enforced in accordance with the laws of the
State of Texas. In the event that litigation results from or arises out of this
Agreement or the performance thereof, the parties agree to reimburse the
prevailing party's reasonable attorney's fees, court costs, and all other
expenses, whether or not taxable by the court as costs, in addition to any other
relief to which the prevailing party may be entitled. In such event, no action
shall be entertained by said court or any court of competent jurisdiction if
filed more than one year subsequent to the date the cause(s) of action actually
accrued regardless of whether damages were otherwise as of said time calculable.
f. Conditions Precedent. The Conditions Precedent to the enforceability of this
Agreement are the confirmation of Seller's representations through the
completion of a due diligence examination of ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and the final
approval of the Board of Directors of iExalt, Inc.
g. Time of the Essence. Time and timely performance are of the essence of this
agreement and of the covenants and provisions hereunder.
h. Successors and Assigns. Rights and obligations created by this agreement
shall be binding upon and inure to the benefit of the parties hereto, their
successors and assigns. Whenever used, the singular number shall include the
plural, the plural the singular, and the use of any gender shall include all
genders.
i. Agrievment Procedures. Unless specifically disallowed by law, should
litigation arise hereunder, service of process therefore may be obtained through
certified mail, return receipt requested; the parties hereto waiving any and all
rights they may have to object to the method by which service was perfected.
8. AMENDMENTS OR ADDENDA. All amendments, addenda, modifications, or changes to
this agreement shall be in writing and signed by authorized representatives of
all parties to this Agreement.
4
IN WITNESS WHEREOF, this Agreement has been executed by each of the parties
hereto and signed by an officer thereunto duly authorized and attested under the
corporate seal of the Secretary of the Corporate party hereto, if any, all on
the date and year first above written.
SELLER:
Premiere Speakers Bureau, d/b/a ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Mr. ▇▇▇▇▇ ▇▇▇▇
Premiere Speakers Bureau
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
By: ______________________________
BUYER:
iExalt, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
By: ______________________________
5
EXHIBIT "A"
BUSINESS DESCRIPTION
One Hundred Percent of the stock of Premiere Speakers Bureau, Inc. d/b/a
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., including the operations, staff, intellectual
property and other assets associated with ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. This
expressly includes all Christian oriented speaking or event management services,
including, but not limited to all of the Corporations stocks, obligations and
good-will associated with or relating to that certain business establishment
known and commonly referred to as ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, operated by prior to
the execution of this Agreement by Premiere Speakers Bureau, Inc., including,
but not limited to: the trade name "▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇," and all URL's and
intellectual property owned by the Business; all ancillary businesses of
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, including but not limited to speaker scheduling, product
sales and inventory and assets of ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as set forth in the
attached Exhibit E; all leasehold improvements, inventory, fixtures, equipment,
software, utility deposits, telephone deposits, any and all other security
deposits, good will, and any and all other items normally considered and
commonly referred to as assets of the Business. It is agreed between the parties
that the secular booking portion of the business has been separated from the
purchased corporation and now operates as a separate and distinct entity subject
to the option set forth in Paragraph 5(d) of the Agreement.
6
EXHIBIT "B"
AMOUNT AND PAYMENT OF PURCHASE PRICE
a. CONSIDERATION As total consideration for the purchase and sale of the
Business, the Buyer shall pay to the Seller:
(1) the sum of 500,000 shares of common stock of iExalt, Inc., and
250,000 stock options which will vest in the amount of 50,000 shares
per year on the anniversary date of this agreement subject to the
satisfactory completion of the requirements of Paragraph b. below.
Stock options shall bear an exercise price of $1.80 per share and
shall be exercisable within three years of the date such stock
option vests.
(2) the sum of $10,000 to paid at the time of closing, plus six (6)
monthly payments of five thousand dollars ($5,000) each totaling
forty thousand dollars ($40,000). Each monthly payment shall be made
on the 15th of the month following the complete month in which
closing occurred.
b. In partial payment for the consideration given herein, ▇▇▇▇▇ ▇▇▇▇ hereby
agrees to provide ongoing services to iExalt on a defined contract basis for a
minimum of five years as follows:
i. Management and supervision of all functions and services related to
the operations of ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and consultation related to
the operation of iEvents;
ii. Dedicate no less than 50% of his time to the operation of
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇;
iii. Upon request, to provide no less than one member to the iExalt
management team;
iv. Develop business and marketing plans for the development, expansion
and implementation of ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and iEvents Web sites
and online ticketing services;
v. Provide financial management as requested for the operations of
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and iEvents;
vi. Provide consultation and services related to the development and
implementation of other iExalt products and services as requested
from time to time.
c. It is herein agreed that ▇▇▇▇▇ ▇▇▇▇ shall be compensated at a rate not less
than $60,000/year during the term of Exhibit B. Should the option to purchase
Premiere Speakers, Inc. be exercised, the compensation rate will be adjusted
accordingly. In addition, ▇▇▇▇▇ ▇▇▇▇ will be paid an annual bonus of 20% of the
EBITA of ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ during the term of this Agreement and 20% of the
EBITA of Premiere Speakers, Inc. if that company is purchase pursuant to the
option described above. Such compensation shall be in the form of an employment
or consulting agreement consistent with other persons in similar positions
within iExalt, Inc. It is understood that the personal services provided under
this contract form a material part of the consideration paid in stock for
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.
7
EXHIBIT "C"
REPRESENTATIONS AND WARRANTIES OF SELLER
a. Organization and Standing. Corporation is a corporation duly organized,
validly existing and in good standing under the laws of the State of Tennessee
and has the corporate power and authority to carry on its business as it is now
being conducted.
b. Authority Relative to this Agreement. Except as otherwise stated herein, the
Seller has full power and authority to execute this Agreement and carry out the
transactions contemplated by it and no further action is necessary by the Seller
to make this Agreement valid and binding upon Seller and enforceable against it
in accordance with the terms hereof, or to carry out the actions contemplated
hereby. The execution, delivery and performance of this Agreement by the Seller
will not (i) constitute a breach or a violation of the Corporation's Certificate
of Incorporation, by-laws, or of any law, agreement, indenture, deed of trust,
mortgage, loan agreement or other instrument to which it is a party, or by which
it is bound; (ii) constitute a violation of any order, judgment or decree to
which it is a party or by which its assets or properties is bound or affected;
or (iii) result in the creation of any lien, charge or encumbrance upon its
assets or properties, except as stated herein.
c. Tax Matters. The Seller has timely prepared and filed all federal, state and
local tax returns and reports as are and have been required to be filed and all
taxes shown thereon to be due have been paid in full, including but not limited
to, sales tax, withholding tax and all other taxes of every nature.
d. Properties. The Seller has good and merchantable title to all of its
properties and assets, which are those properties, and assets as set out in
Exhibit "A" annexed hereto and made a part hereof. At Closing, such properties
and assets will be subject to no mortgage, pledge, lien, conditional sales
agreement, security agreement, encumbrance or charge, secured or unsecured,
except for those taxes which shall be pro-rated as of the date of Closing.
Seller has or will pay all debts incurred by it up to the date of occupancy by
Buyer including all employee compensation and utilities.
e. Compliance with Applicable Laws. None of the Seller's actions in transferring
good and merchantable title to those assets and properties set out in Exhibit
"A" are prohibited by or have violated or will violate any law in effect on the
date of this Agreement or on the date of closing.
f. Documents for Review. The Seller's documents enumerated in Exhibit "D"
attached hereto and made a part hereof, are true, authentic, and correct copies
of the originals, or, as appropriate, the originals themselves, and no
alterations and modifications thereof have been made.
g. The lease currently operative on the premises, if applicable, is in good
standing and all payments required to be made under the lease have been made by
Seller.
h. All rent averages, rent, maintenance expenses and prorations relating to the
lease, including any real Business tax obligations and insurance obligations up
to the Closing Date, are the responsibility of Seller.
i. will pay any and all fees charged by the Landlord for processing any
assignment of the lease to the Buyer.
8
EXHIBIT "D"
DOCUMENTS FOR REVIEW
i. Leases Agreement(s)
ii. Material Agreements, including all contracts with speakers
iii. List of Christian speakers and venues at date of closing
ii. Financial and Operating Statement(s)
iii. Sales Tax Return(s)
iv. Income Tax Return(s)
v. Accounts Payable/Receivables Ledger
vi. If Seller is a Corporation:
a. Corporate Articles of Incorporation
b. Corporate Bylaws
c. List of shareholders and the number of shares held by each shareholder
c. Corporate Minutes and Resolutions
9
AMENDMENT NO. 1
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Client Definition: For the purposes of the Stock
Purchase Agreement between Christian Speakers and Premiere Speakers, Inc. a
Christian Speaker's booking, (in contrast to a corporate or non-religious
related booking), shall be determined as follows:
Any client meeting any of the following criteria shall be deemed a
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ client:
1. Any organization or entity included on the current "Christian" client list
as attached to this Amendment.
2. Churches.
3. Christian Schools and Colleges.
4. Pro-life groups.
5. The Salvation Army.
6. Prayer Breakfast groups.
7. Evangelical or Christian Non-profit groups, festivals and events.
Premiere Speakers, Inc. d/b/a ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
By _____________________________________
▇▇▇▇▇ ▇▇▇▇, President.
iExalt, Inc.
By _____________________________________
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Executive VP.
AMENDMENT NO. 2
It is understood and agreed between the parties that the initial allocation of
employee compensation and time allocated to the business of
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall be as follows:
1. ▇▇▇▇▇ ▇▇▇▇ ($60,000) 50% of total time iExalt.
2. ▇▇▇ ▇▇▇▇▇▇▇ ($37,500) 75% iExalt.
3. ▇▇▇▇▇ ▇▇▇▇▇ ($28,000) 50% iExalt.
4. ▇▇▇▇▇▇ ▇▇▇▇▇ ($28,000) 30% iExalt.
5. ▇▇▇▇ ▇▇▇▇▇▇ ($28,000) 30% iExalt.
6. ▇▇▇ ▇▇▇▇▇▇▇▇ ($30,000) 25% iExalt.
Allocation of operating expenses and overhead shall be distributed pursuant
to the attached Exhibit "A."
iExalt, Inc.
By ___________________________ Date: _______________________
Premiere Speakers, Inc.
By ___________________________ Date: _______________________