Exhibit 10.1
SHARE PURCHASE AGREEMENT
by and among
ENTRAVISION COMMUNICATIONS CORPORATION
as Seller
IKIGAI MES, S.L.U.
WUSTCO, S.L.U.
as Buyers
and
ADSMURAI, S.L.
as the Company
Dated as of 6 May 2024
share PURCHASE AGREEMENT
On one side
Entravision Communications Corporation, a company validly incorporated under the Laws of the State of Delaware (U.S.A.), with corporate address at 2425 Olympic Blvd., Suite 6000 West, Santa Monica, California 90404, United States of América and registered with the Companies Registry under number 95-4783236, as represented by Ms. Carolina Naranjo Marcos, of legal age, holder of National Identity Card number [____], in her capacity as attorney-in-fact duly authorised by virtue of the power of attorney granted on 26 April 2024 by Entravisión before the Notary Public of Santa Monica (California) [____], in force (“Entravision” or the “Seller”).
On the other side
Ikigai Mes, S.L.U., a company validly incorporated under the Laws of Spain with corporate address at Barcelona (08032), [____], registered at the Commercial Registry of Barcelona, and with Tax ID Code number [____], as represented by Mr. Marc Elena Soler, holder of National Identity Card number [____], in his capacity as sole director by virtue of the incorporation public deed executed before the Public Notary of Barcelona, [____], on 15 September 2021, under number 3085 of his official records (“Ikigai”).
Wustco, S.L.U., a company validly incorporated under the Laws of Spain with corporate address at Barcelona (08005), [____], registered at the Commercial Registry of Barcelona, and with Tax ID Code number [____], as represented by Mr. Otto Christof Wüst Acedo, holder of National Identity Card number [____], in his capacity as sole director by virtue of the incorporation public deed executed before the Public Notary of Barcelona, [____], on 15 January 2020, under number 85 of his official records (“Wustco”).
And on the other side
Adsmurai, S.L. is a company validly incorporated under the Laws of Spain with corporate address at Paseo de Gracia 40, pl. 3ª, 08007 Barcelona, registered at the Commercial Registry of Barcelona, and with Tax ID Code number [____], as represented by IKIGAI MES, S.L.U., who is likewise represented by Mr. Marc Elena Soler, holder of National Identity Card number [____]and WUSTCO, S.L.U., who is likewise represented by Mr. Otto Christof Wüst Acedo, holder of National Identity Cart number [____], acting both as duly authorized representatives, (“Adsmurai” or the “Company”).
Ikigai and Wustco shall be referred jointly as the “Buyers” or the “Founders”. The Buyers, the Seller and Adsmurai are collectively referred to herein as “Parties” and each of them individually as a “Party”.
RECITALS
1
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, and agreements set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties have agreed to execute this document (the “Agreement”),
2.2.2 Payment. The Buy-out Amount shall be payable to Entravision according to the following:
(a) EUR 2,038,970.95 corresponds to the EVC Shares Purchase Price; and
2
(b) EUR 7,961,029.05 corresponds to the Credit Line Amount.
3.2.1 The Parties shall grant before the Notary a public deed pursuant to which (i) the Parties formalize (elevación a público) this Agreement into public deed, (ii) the Seller, acknowledges satisfaction of the First Tranche Buy-out Amount provided that the First Tranche Buy-out Amount is paid up on the Closing Date, (iii) the Seller transfers ownership and deliver the EVC Shares to the Buyers and the Buyers, in turn, acquire and receive the EVC Shares; and (iv) the Company grants in favour of Entravision the First Demand Guarantee (as defined below) to guarantee payment of the Deferred Buy-out Amount (the “Public Deed”);
3.2.2 The Parties shall sign and deliver, or cause to be delivered, to the other Parties, as applicable, the following items:
3
The Seller represents and warrants to the Buyers as follows:
Each of the Buyers jointly but not severally (mancomunadamente) represents and warrants to the Seller as follows:
4
5
Therefore, the obligations assumed by the Company by virtue of this First Demand Guarantee are joint and several, autonomous and abstract in nature, such that they shall not be affected and shall remain in full force and effect, even in the event that any of the obligations guaranteed by the same should be null and void at source or subsequently annulled, including on the occasion of a bankruptcy situation affecting the Founders.
6
7
The terms, conditions and provisions of this Agreement shall inure to the benefit of, and be binding upon, the respective successors, permitted assigns, heirs, executors and administrators of the parties to this Agreement.
8
(i) If to the Buyers
Ikigai Mes, S.L.U.
To: Marc Elena Soler
Address: [____]
Email: [____]
Wustco, S.L.U.
To: Otto Christof Wust Acedo
Address: [____]
Email: [____]
(ii) If to the Company
Adsmurai S.L.
To: Christof Wust Acedo
Address: [____]
Email: [____]
Attn: General Counsel
RCD
Escoles Píes 102, 08017, Barcelona
Attention: Oscar Alegre
Email: [____]
(iii) If to the Seller
Entravision Communications Corporation
2425 Olympic Boulevard, Suite 6000 West
Santa Monica, CA 90404
Email: [____]
9
Attn: General Counsel
Jones Day
4655 Executive Drive, Suite 1500
San Diego, CA 92121-3134
Attention: Cameron Reese
Email: [____]
[Signature Pages Follow]
10
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the day and year first above written.
SELLER:
ENTRAVISION COMMUNICATIONS CORPORATION
By: /s/ Carolina Naranjo Marcos
Name: Carolina Naranjo Marcos
Title: Attorney-in-Fact
COMPANY:
ADSMURAI, S.L.
By: /s/ Otto Wust
Name: Otto Wust
Title: Co-Founder
BUYERS:
IKIGAI MES, S.L.U.
By: /s/ Marc Elena Soler
Name: Marc Elena Soler
Title: Sole director
WUSTCO, S.L.U.
By: /s/ Otto Wust
Name: Otto Wust
Title: Sole director
Mr. Marc Elena Soler
By: /s/ Marc Elena Soler
Mr. Otto Christof Wust Acedo
By: /s/ Otto Christof Wust Acedo
28
Exhibit I
Ownership and Titles to EVC Shares
Shareholders | % of Share Capital | Shares | Shares numbering (all inclusive) | Title of Ownership |
Entravision Communications Corporation | 51.00 % | 488,282 | 421,053 to 447,928; 447,929 to 477,786; 477,787 to 517,597; 586,610 to 621,115, all inclusive | Notarial Deed formalising into public condition the Purchase Agreement granted on April 3rd, 2023, before the Notary Public of Barcelona, Mr. Emilio Roselló Carrión, under no. 1.283 of his records. |
621,116 to 634,686; 634,687 to 687,577; 803,937 to 840,479, all inclusive | ||||
547,793 to 586,609; 687,578 to 793,358; 840,480 to 913,564; 920,873 to 957,415, all inclusive |
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