STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, made and entered into as of April 1,
1998, by and between VOXCOM HOLDINGS, INC., a Nevada corporation (hereinafter
referred to as the "Buyer") and ▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as the
"Seller").
W I T N E S S E T H:
WHEREAS, the Seller owns all of the outstanding shares of Common Stock,
no par value (hereinafter referred to as the "Shares") of MAXpc TECHNOLOGIES,
INC., a Texas corporation (hereinafter referred to as the "Company"); and
WHEREAS, the Seller desires to sell the Shares to Buyer and Buyer
desires to purchase the Shares on the terms and subject to the conditions set
forth herein;
NOW THEREFORE, in consideration of the premises and the mutual
covenants set forth below and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, and intending to be legally
bound, the parties hereto do hereby agree as follows:
I.
PURCHASE AND SALE OF SHARES
SECTION 1.01 Purchase and Sale of Shares. Subject to the terms and
conditions set forth herein, effective the date on which all transactions
described herein are completed and closed (the "Closing Date") Seller shall sell
to the Buyer, and the Buyer shall purchase from Seller the Shares. Seller shall
transfer all of his right, title, and interest in and to the Shares being
conveyed by him to Buyer free and clear of any lien, security interest, or other
encumbrance of any nature and free of any claim by any person or entity to or
against the Shares.
SECTION 1.02 Purchase Price. (a) The purchase price of the Shares
(hereinafter referred to as the "Purchase Price") shall be 200,000 shares of
unregistered Common Stock of Buyer.
II.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
PART A. The Seller hereby represents and warrants to, and agrees with, the
Buyer as follows:
SECTION 2.01 Organization, Qualifications, etc.
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(a) The Company is a corporation, duly organized, validly
existing and in good standing under the laws of the State of Texas and
is duly licensed or qualified as a foreign corporation in each
jurisdiction, if any, in which the nature of the business transacted by
it or the character of the properties owned or leased by it makes such
licensing or qualification necessary, except where the failure to
obtain such licensing or qualification would not have a material
adverse effect on the Company. The Company has the full corporate power
and authority to own and hold its properties and to conduct its
business as currently conducted.
(b) The copies of the Company's articles of incorporation and
bylaws which have been delivered to Buyer are complete and correct,
contain all amendments thereto, and are in full force and effect as of
the date hereof.
(c) The Company has no subsidiaries and does not own of record
or beneficially, directly or indirectly, (i) any shares of outstanding
capital stock or securities convertible into capital stock of any other
corporation, or (ii) any participation or interest in any partnership,
limited liability company, joint venture, or other non-corporate
business enterprise.
(d) The Company has such permits, licenses, franchises and
authorizations ("Permits") from governmental and regulatory authorities
as are necessary to conduct its business and sell its products and
services, except for such Permits the absence of which would not have a
material adverse effect on the Company. The Company holds such Permits
free of any claims and has fulfilled and performed all of its material
obligations with respect to such Permits and no event has occurred
which allows, nor after notice or lapse of time or both would allow,
revocation or termination thereof or would result in any other material
impairment of the rights of the Company under any such Permits.
SECTION 2.02 Capital Stock. The authorized capital stock of the Company
consists solely of 19,000,000 shares of Common Stock, of which 1,000 shares are
validly issued and outstanding, fully paid and nonassessable. No subscription,
warrant, option, convertible security, or other right (contingent or other) to
purchase or acquire any shares of any class of capital stock of the Company from
the Company is authorized or outstanding. There is not any commitment of the
Company to issue any shares, warrants, options, or other such rights or to
distribute to holders of its capital stock any evidence of indebtedness or
assets. The Company has no obligation (contingent or other) to purchase, redeem
or otherwise acquire any shares of its capital stock or any interest therein or
to pay any dividend or make any other distribution in respect thereof.
SECTION 2.03 Non-Contravention. Except as set forth in Schedule 2.03
hereto, the execution and delivery of this Agreement do not, and the
consummation of the purchase and sale of the Shares and the other transactions
contemplated hereby will not (i) violate any provision of the articles of
incorporation or bylaws of the Company; (ii) violate any provision of, result in
a default under, allow or result in termination of, or require the consent of
another party to, any loan
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agreement, lease, license, note, instrument, security agreement, mortgage, lien,
deed of trust, development agreement, maintenance agreement, supply agreement,
sales contract, or other written or oral contract or agreement of any kind;
(iii) entitle any party to accelerate any monetary or other obligation of the
Company, (iv) result in the creation or imposition of any lien, charge,
mortgage, security interest, or other encumbrance upon the Shares or any
property of the Company, (v) violate any judgment, award, injunction, order, or
decree or (vi) violate or conflict with any other material restriction of any
kind to which the Company, any of its property, or the Shares are subject.
SECTION 2.04 Contribution. Immediately prior to the Closing, Seller
shall contribute to the Company all of the assets listed on attached Schedule
2.04. There are and will be at closing no liabilities of any kind owed by the
Company, whether direct or contingent.
SECTION 2.05 Events Subsequent To March 9, 1998. Except as set forth in
Schedule 2.05, since March 9, 1998, when the Company was incorporated, the
Company has not (i) issued or agreed to issue any stock, bonds, notes, options,
warrants, rights, or other corporate securities, (ii) borrowed any amount or
incurred any material liabilities (absolute, accrued, contingent or other),
(iii) discharged or satisfied any lien or incurred or paid any obligation or
liability (absolute or contingent) except liabilities and obligations paid to
unrelated parties in the ordinary course of business, (iv) declared or made any
payment or distribution to shareholders or purchased or redeemed any shares of
its capital stock or other securities, (v) mortgaged, pledged, or subjected to
lien or security interest any of its assets, tangible or intangible, other than
liens of current taxes not yet due, (vi) sold, assigned, or transferred any of
its tangible assets (except inventory sold in the ordinary course of business)
or canceled any debts or claims, (vii) sold, assigned, or transferred any
patents, trademarks, trade names, copyrights, trade secrets, proprietary
information, or other intangible assets, (viii) suffered any material casualty
losses, or waived any rights of substantial value, (ix) made any changes in
employee or officer or director compensation, (x) entered into any transaction
except in the ordinary course of business or as contemplated by this Agreement,
or (xi) agreed or committed to do any of the foregoing.
SECTION 2.06 Actions Pending. Except as set forth in Schedule 2.06
hereto, there is no action, suit, or proceeding filed, threatened against, or
affecting the Company or any of its properties or rights before any court or by
or before any tribunal or arbitration board or governmental body. No
governmental entity is investigating or threatening to investigate the Company.
There does not exist any material unasserted claim which may give rise to any
action, suit, or proceeding against the Company.
SECTION 2.07 Trade Secrets. No third party has claimed that any person
affiliated with the Company has, in respect of his activities on behalf of the
Company to date, violated any of the terms or conditions of an employment
contract or other agreement with such third party, disclosed or utilized any
trade secrets or proprietary information or documentation of such third party,
or interfered in the employment relationship between such third party and any of
its employees, nor, has any such violation, disclosure or utilization occurred.
The Company has not wrongfully utilized any trade secrets or any information or
documentation proprietary to any other person or entity, including, but not
limited to computer software source code or confidential business information,
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and neither the Company nor any person or entity affiliated with the Company has
violated any confidential relationship with any third party in connection with
the development and sale or license of any products or services of the Company.
SECTION 2.08 Properties.
(a) The Company has good and valid title to all properties and
assets owned by it, including, without limitation, those listed on
Schedule 2.04.
(b) The Company owns or has the right to use as a licensee or
otherwise all intangible personal property, including without
limitation all trade secrets, know how and other intellectual and
proprietary rights and franchises, that are necessary to the sale
and/or licensing of its Products and the conduct of the business of the
Company as presently conducted, and such ownership and use rights are
free and clear of adverse claims, liens, mortgages, charges, security
interests, and other encumbrances except as set forth in Schedule 2.08.
(c) The Company has not infringed any patent, copyright, or
trade secret rights of any third party.
(d) Except as set forth on Schedule 2.08, the Company does not
practice any patented method in connection with the manufacture of the
Products or the software products planned or under development by the
Company.
SECTION 2.09 Leasehold Interests. Each lease or agreement to which the
Company is a party under which it is a lessee of any property, real or personal,
owned by any third party is a valid and subsisting agreement, without any
material default of the Company thereunder and without any material default
thereunder of the other party thereto. The Company's possession of such
respective property has not been disturbed, nor has any claim been asserted
against the Company adverse to its rights in such leasehold interests.
SECTION 2.10 Employment Contracts, Etc. Except as set forth in Schedule
2.10 hereto, (i) the Company is not a party to any employment or deferred
compensation agreements, (ii) the Company does not have any bonus, incentive,
profit-sharing plans, or stock option plans, (iii) the Company does not have any
pension, retirement or similar plans or obligations, whether of a legally
binding nature or in the nature of informal understandings, or (iv) there are no
existing material arrangements or proposed material transactions between the
Company and any officer or director or shareholder of the Company.
SECTION 2.11 Other Contracts and Commitments. Except as set forth in
Schedule 2.11 hereto, the Company is not a party to any contract or commitment
(or group of related contracts or commitments), other than contracts of the type
referred to in Section 2.10 and contracts entered into in the ordinary course of
business that do not involve more than $5,000 or have a term (including renewals
or extensions optional with another party) of more than one year from the date
hereof. The
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Company is not in default in the performance, observance or fulfillment of any
of the obligations, covenants or conditions contained in any agreement or
instrument to which it is a party which may result in any material adverse
change in the condition, financial or other, of the Company.
SECTION 2.12 Compliance With Law. The Company is not in default under
any order of any court, governmental authority, arbitration board or tribunal to
which it is or was subject or in violation of any laws, ordinances, governmental
rules, or regulations, including, but not limited to, any wage/hour, labor, or
anti-discrimination laws relating to its employees.
SECTION 2.13 Employee and Fringe Benefit Plans. The Company does not
maintain and is not required to contribute to or otherwise participate in (and
has not during the preceding five years maintained, contributed to or otherwise
participated in) an "employee benefit plan" or a "multi-employer plan", (as such
terms are defined in the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
SECTION 2.14 Insider Interests. Except as disclosed on Schedule 2.14,
no officer, or director, or shareholder of the Company has any agreement with
the Company or any interest in any property, real or personal, tangible or
intangible, including without limitation patents, copyrights, trade secrets,
know how, technology, trade names, or trademarks used in the business of the
Company. All agreements listed on Schedule 2.14 provide for prices and terms
which are no more burdensome to the Company than would have been contained in
agreements negotiated by unrelated parties dealing at arm's length.
SECTION 2.15 Brokers. Seller has not made any agreement or arrangement
which would result in any broker, finder, agent or other person or entity having
any claim for any fee, commission, or payment against Buyer or the Company in
connection with the negotiation or execution of this Agreement or the
consummation of the transactions contemplated hereby.
SECTION 2.16 Environmental Matters. To the best knowledge of Seller,
the location, construction, occupancy, operation, condition and use of any real
or personal property owned, leased by or in the possession of the Company (the
"Property"), the facilities or improvements located thereon, and the operations
and practices of the Company are in substantial compliance with all
environmental laws and regulations, and any restrictive covenant or deed
restriction (recorded or otherwise) affecting the Property, including, without
limitation all applicable zoning ordinances and building codes in effect at the
time of improvement of such Property. The Company is not subject to any material
liability or obligation, including investigatory or remedial obligations under
any environmental law or the common law with respect to hazardous materials,
relating to (i) the environmental conditions on, under or about the Property,
including, without limitation, the air, soil, surface water and groundwater
conditions at the Property, or (ii) the use, management, handling, transport,
treatment, generation, storage, disposal, release or discharge of any hazardous
materials. The Company has not received any notice nor is it aware of any
existing condition or the practice of the business conducted by the Company
which forms or could form the basis of any claim, action, suit, proceeding,
administrative consent or agreement, litigation or settlement, hearing or
investigation, arising out of the manufacture, processing, distribution, use,
treatment, storage, spill,
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disposal, transport, or handling, or the emission, discharge, release or
threatened release into the environment of any hazardous material which, if
decided against the Company, would have a material adverse effect on the
Company, taken as a whole. To the best of its knowledge, the Company has
obtained or applied for all permits, licenses, registrations, notifications and
similar authorizations required under environmental laws for the conduct of its
business or relating to the Property, the facilities, improvements, or equipment
located thereon.
SECTION 2.17 Ownership of Shares. Seller is the sole record and
beneficial owner of all of the Shares and has good and valid title to such
Shares free and clear of any lien, security interest, or other encumbrance of
any nature and free of any claim by any person or entity to or against such
Shares. Such Shares are not subject to any option, right, proxy, voting
agreement, voting trust, or any other agreement, understanding, or arrangement
affecting the Shares.
SECTION 2.18 Authorization, etc. Seller has the power, authority, and
capacity to enter into this Agreement and to carry out the transactions
contemplated hereby, and this Agreement has been duly executed and delivered by
Seller.
SECTION 2.19 No Consent Required. No consent, approval, order or
authorization of, or registration, declaration or filing with any governmental
or public body or authority or other party on the part of Seller is required for
such Seller to execute and deliver this Agreement and perform his obligations
hereunder.
SECTION 2.20 Litigation Relating to the Agreement. Seller is not a
party to, or object to any judgment, decree, order, lawsuit, or proceeding which
prevents or seeks to prevent the execution of this Agreement or the consummation
of the transactions contemplated hereby.
SECTION 2.21 Other Claims. Seller does not have (i) any claim or cause
of action whatsoever, including any claim under any securities law with respect
to his acquisition of Shares, against the Company, or (ii) any grounds for any
such claim or cause of action, whether now existing, accruing after the giving
of notice or passage of time, or otherwise.
SECTION 2.22 Investment Representations
(a) The shares to be acquired by Seller constituting the
Purchase Price will be acquired by Seller for investment for Seller's
own account, not as a nominee or agent for any person, and not with a
view to the sale or distribution of all or any part thereof except in a
transaction which is the subject of an effective registration statement
under the Securities Act of 1933 ("Securities Act") and any applicable
state securities laws or which is exempt from such registration
requirements, and the Seller has no present intention of selling,
granting participation in, or otherwise distributing such shares.
Seller does not have any contract, undertaking, agreement or
arrangement with any person or entity to sell, transfer, or grant
participation to such person or entity, with respect to any of such
shares.
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(b) The Seller understands that such shares have not been
registered under the Securities ▇▇▇ ▇▇▇▇ in reliance upon applicable
exemptions from the registration requirements of the Securities Act of
1933 and is similarly exempt under state securities laws, and that the
Buyers, reliance on such exemptions is predicated on the Seller's
representations set forth herein.
III.
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to, and agrees with, the Sellers
as follows:
SECTION 3.01 Investment Representations
(a) The Shares to be acquired by Buyer will be acquired by
Buyer for investment for Buyer's own account, not as a nominee or agent
for any person, and not with a view to the sale or distribution of all
or any part thereof except in a transaction which is the subject of an
effective registration statement under the Securities Act of 1933
("Securities Act") and any applicable state securities laws or which is
exempt from such registration requirements, and the Buyer has no
present intention of selling, granting participation in, or otherwise
distributing the Shares. Buyer does not have any contract, undertaking,
agreement or arrangement with any person or entity to sell, transfer,
or grant participation to such person or entity, with respect to any of
the Shares.
(b) The Buyer understands that the Shares have not been
registered under the Securities ▇▇▇ ▇▇▇▇ in reliance upon applicable
exemptions from the registration requirements of the Securities Act of
1933 and is similarly exempt under state securities laws, and that the
Sellers, reliance on such exemptions is predicated on the Buyer's
representations set forth herein.
SECTION 3.02 Brokers. Buyer has not made any agreement or arrangement
which would result in any broker, finder, agent or other person or entity having
any claim for any fee, commission, or payment against any Seller in connection
with the negotiation or execution of this Agreement or the consummation of the
transactions contemplated hereby.
SECTION 3.03 Authorization, etc. Buyer has the power, authority, and
capacity to enter into this Agreement and to carry out the transactions
contemplated hereby, and this Agreement has been duly executed and delivered by
Buyer.
SECTION 3.04 No Consent Recruited. No consent, approval, order or
authorization of, or registration, declaration or filing with any governmental
or public body or authority is required for Buyer to execute and deliver this
Agreement and perform its obligations hereunder.
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SECTION 3.05 Litigation Relating to this Agreement. Buyer is not a
party to, or subject to, any judgment, decree, order, lawsuit, or proceeding
which prevents or seeks to prevent the execution of this Agreement or the
consummation of the transactions contemplated hereby.
IV.
INDEMNIFICATION
SECTION 4.01 Buyer's Claims. The Seller shall indemnify and hold
harmless Buyer, its successors and assigns, and their respective officers,
directors, employees, shareholders, agents, and affiliates against any and all
damages, claims, losses, liabilities, and expenses actually incurred by Buyer,
including, without limitation, legal, accounting, and other expenses, which may
arise out of any breach of any of the representations or warranties made in this
Agreement by the Sellers (hereinafter referred to as a "Claim" or "Claims").
Buyer and the Company will indemnify Seller pursuant to the provisions of their
Bylaws and applicable law. Such indemnification obligation shall survive the
Closing.
SECTION 4.02 Sellers' Claim. Buyer shall indemnify and hold harmless
each Seller and his assigns, agents, and affiliates against any and all damages,
claims, losses, liabilities and expenses, including without limitation, legal
accounting, and other expenses actually incurred by Sellers, which may arise out
of any breach of any of the representations or warranties made in this Agreement
by Buyer. Such obligation of Buyer shall survive the Closing.
SECTION 4.03 Rights of Offset. In addition to any other rights or
remedies Buyer may have, it shall be entitled to withhold from any future
payment due to Seller the amount of any and all liabilities, losses, damages,
injuries, costs, expenses and counsel fees which have been asserted, and to
offset from such withheld amount any amount ultimately determined to be due and
owing to Buyer by way of indemnification pursuant to this Section. Any
examination, inspection by audit of the properties, financial condition or other
matters of the Sellers and the Company which is conducted pursuant to this
Agreement shall in no way limit, affect or impair the ability of Buyer to rely
on the representations, warranties, covenants and obligations of the Sellers set
forth herein.
V.
OTHER AGREEMENTS
SECTION 5.01 Waiver of Certain Shareholder Rights. Seller hereby waives
all rights of first refusal, put options, call options, or similar rights
pursuant to any corporate article, by-law, document, contract, agreement or
arrangement of or relating to the Company or the Shares.
SECTION 5.02 Employment. Seller shall remain as an employee of the
Company and shall perform the duties and responsibilities prescribed by the
Board of Directors of the Company. Such employment shall be pursuant to the
Employment Agreement attached hereto as Exhibit A.
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SECTION 5.03 Funding. Buyer agrees that it will provide sufficient
funding to the Company after the Closing to enable the Company to purchase the
first 1,000 multimedia computer boards and meet its immediate working capital
needs; however, such commitment shall not exceed the sum of $300,000.
SECTION 5.04 Operations. From the date hereof until the Closing, Seller
and the Company shall take no action involving the Company without the knowledge
and consent of Buyer.
SECTION 5.05 Release. At the closing, Seller shall execute a release of
any claims against the Company.
VI.
TERMINATION
SECTION 6.01 Buyer's Termination. Buyer shall have the right to
terminate this Agreement prior to Closing for any of the following reasons:
(a) Buyer is not satisfied for any reason with the results of
its examination of the business projections or prospects of the
Company;
(b) Closing shall not have occurred by April 19, 1998, through
no fault of the Buyer;
(c) Any representation of Seller or the Company hereunder
shall be untrue as of the date of Closing.
SECTION 6.02 Seller's Termination. Seller shall have the right to
terminate this Agreement prior to Closing for any of the following reasons:
(a) Closing shall not have occurred by April 19, 1998, through
no fault of the Seller;
(b) Any representation of Buyer or the Company hereunder shall
be untrue as of the date of Closing.
VI.
MISCELLANEOUS
SECTION 7.01 Expenses. Each party hereto will pay its own expenses in
connection with the transactions contemplated hereby, whether or not such
transactions shall be consummated, and the Seller shall not charge any such
expenses to the Company.
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SECTION 7.02 Access and Reliance to Buyer. Buyer and its agents,
counsel, auditors, and other representatives shall be given access to all
property, assets, books and records, and contracts of the Company to enable a
complete investigation for the purpose of verifying the accuracy of the
representations and warranties set forth herein and otherwise investigating the
status of the business and the condition of the Company and its respective
assets and liabilities; provided, however, that no such investigation or the
failure to make any investigation shall in any way limit or affect the
obligations or liabilities of the Seller hereunder, and Buyer shall be deemed to
have relied upon the representations, warranties, and covenants of the other
parties contained herein. Buyer agrees that it will maintain all information so
gathered as confidential, will not reveal any of such information to any third
party or to any of its employees or agents who do not need to know of such
information in the performance of their duties, without the express written
consent of the other parties hereto, and will return all such information if
this Agreement is terminated. If Buyer discovers any materially adverse
information not previously known to Buyer, Buyer may terminate this Agreement by
providing written notice of termination to the other parties hereto within ten
business days of the date hereof.
SECTION 7.03 Survival of Agreements. All covenants, agreements,
representations and warranties made herein shall survive the execution and
delivery of this Agreement and the sale and delivery of the Shares pursuant
hereto.
SECTION 7.04 Certain Rules of Interpretation. Any information disclosed
in any schedule attached hereto or any certificate furnished in connection
herewith shall be deemed disclosed wherever otherwise required, and for all
purposes, under this Agreement, whether or not specific reference was made
thereto. Inclusion of any information in a schedule or exhibit shall not be
deemed an admission as to the materiality of such information or otherwise alter
or affect the provisions of the representation or warranty to which the schedule
or exhibit relates.
SECTION 7.05 Parties in Interest. All covenants and agreements
contained in this Agreement by or on behalf of any of the parties hereto shall
bind and inure to the benefit of the respective successors and assigns of the
parties hereto whether so expressed or not.
SECTION 7.06 Notices. All notices, requests, consents, or other
communications hereunder shall be in writing and shall be delivered personally
or by courier or mailed by first class registered or certified mail, postage
prepaid, in either case addressed as follows:
(a) if to the Seller
c/o ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
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(b) if to the Buyer
Voxcom Holdings, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇ - ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇
or, in any such case, at such other address or addresses as shall have been
furnished in writing by such party to the others. Any such communication shall
be deemed given when actually delivered to the address indicated.
SECTION 7.07 LAW GOVERNING. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
TEXAS.
SECTION 7.08 Entire Agreement. This Agreement, along with the Schedules
and Exhibits attached hereto, constitutes the entire agreement of the parties
with respect to the subject matter hereof and may not be modified or amended
except in writing.
SECTION 7.09 Counterparts. This Agreement, including all agreements
executed and delivered hereunder, may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
SECTION 7.10 Time. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, each of the Sellers and the Buyer has executed this
Agreement or caused this Agreement to be executed on its behalf by its duly
authorized representative, as of the day and year first above written.
BUYER:
VOXCOM HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
SELLER:
/s/ ▇▇▇▇ ▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇▇▇▇▇
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EXHIBIT "A"
Number of Percentage of
Seller Shares Owned Purchase Price
▇▇▇▇ ▇▇▇▇▇ 100%
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