Exhibit 1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, made and entered into as of February 23,
1999, by and among Donald G. McLellan, Trustee (hereinafter referred to as the
"Buyer") and the Holders of the Company's Series B Preferred Stock set forth on
the signature page hereof (the "Holders") (hereinafter together referred to as
the "Sellers").
W I T N E S S E T H:
WHEREAS, the Sellers own all of the outstanding shares of Series B
Preferred Stock, par value $0.0001 (hereinafter referred to as the "Shares") of
VOXCOM HOLDINGS, INC., a Nevada corporation (hereinafter referred to as the
"Company"); and
WHEREAS, the Sellers desire 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 its right, title, and interest in and to the Shares being
conveyed by it 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. The purchase price of the Shares
--------------
(hereinafter referred to as the "Purchase Price") shall be the sum of $3,792,000
plus the payment of accumulated dividends to the date of Closing.
SECTION 1.03 Waiver. Sellers hereby waive any right to convert the
------
Shares into the Common Stock of the Company and agree to deliver the Shares in
full at the Closing.
SECTION 1.04 Assignment. Sellers also hereby assign and convey to Buyer
----------
all rights they
have under the Company registration statement on Form SB-2 covering the resale
of the Company's common stock.
II.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
SECTION 2.01 Brokers. Sellers have 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 2.02 Ownership of Shares. Sellers are the record and beneficial
-------------------
owners of all of the Shares and have 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 2.03 Authorization, etc. Sellers have 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
Sellers.
SECTION 2.04 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 Sellers is required
for such Sellers to execute and deliver this Agreement and perform their
obligations hereunder.
III.
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to, and agrees with, the Sellers as
follows:
SECTION 3.01 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 3.02 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 3.03 No Consent Required. 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.
IV.
INDEMNIFICATION
SECTION 4.01 Buyer's Claims. The Sellers 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").
SECTION 4.02 Sellers' Claim. Buyer shall indemnify and hold harmless
--------------
each Seller and its 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, and for any liabilities or obligations of the Company now existing or
arising hereafter.
V.
OTHER AGREEMENTS
SECTION 5.01 Operations. From the date hereof until the Closing, Sellers
----------
shall take no action involving the Company without the knowledge and consent of
Buyer, including, without limitation, any conversion of the Shares.
SECTION 5.02 Future Assistance. Each party hereto shall assist the
-----------------
others in fulfilling the intent and purposes of this Agreement and shall take
all such further action as shall be reasonably necessary to effectively convey
the Shares to Buyer and allow for the timely reporting of the transaction to all
governmental and taxing authorities.
VI.
MISCELLANEOUS
SECTION 6.01 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.
SECTION 6.02 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 6.03 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 6.04 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 6.05 LAW GOVERNING. THIS AGREEMENT SHALL BE GOVERNED BY AND
-------------
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEVADA.
SECTION 6.06 Entire Agreement. This Agreement 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 6.07 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 6.08 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.
SELLERS:
DOMINION CAPITAL FUND, LTD.
By: (Name illegible)
--------------------------------------------
Inter Caribbean Services (Bahamas) Ltd
Director
SOVEREIGN PARTNERS, LIMITED
PARTNERSHIP
By Southridge Capital Management LLC, GP
By: /s/ Stephen Hicks
-----------------------------------------
Stephen Hicks, President
CANADIAN ADVANTAGE LIMITED
PARTNERSHIP
By: /s/ Mark Valentine
-----------------------------------------
Mark Valentine, President, VMH Management,
General Partner
BUYER:
/s/ Donald G. McLellan
--------------------------------------------
DONALD G. MCLELLAN, TRUSTEE
COMPANY:
VOXCOM HOLDINGS, INC.
By: /s/ Donald G. McLellan
-----------------------------------------
Donald G. McLellan, President