Exhibit 10.1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT entered into as of the 5th day of August,
1999, by and between Vidikron Technologies Group Inc., a Delaware corporation
having an address at the address set forth below ("Seller"), and Markland LLC, a
Cayman Islands limited liability company, having an address at the address set
forth below (the "Buyer").
W I T N E S S E T H :
WHEREAS, Seller owns all of the shares of the common stock, no par
value per share (the "Shares"), of Vidikron of America, Inc., a Delaware
corporation (the "Corporation").
WHEREAS, Seller desires to sell, and Buyer desires to purchase, the
Shares;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
1. Sale of Shares.
Seller hereby agrees to sell and transfer to Buyer and Buyer agrees
to purchase from Seller, in reliance upon and subject to all of the
representations, warranties and other terms and conditions of this agreement,
the Shares.
2. Purchase Price; Closing.
The Closing shall occur no later than August 23, 1999 (the "Closing
Date"). The purchase price for the Shares shall be $50,000, subject to
Adjustment (as defined below) (the "Purchase Price"). The Purchase Price shall
be paid to Seller at the Closing by bank check or wire transfer against delivery
by Seller to Buyer of (a) a stock certificate of the Corporation representing
the Shares, accompanied by a duly executed stock power or endorsed for transfer
and (b) all corporate
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documents, charters, by-laws, minutes, resolutions and minute books. Within 30
days of the Closing Date, the Purchase Price shall be subject to adjustment upon
receipt by the Seller of an appraisal of the fair market value of the Shares as
of August 5, 1999. Seller, at its cost, shall obtain an appraisal of the Shares
as of the date of this Agreement. If Buyer shall disagree with the appraisal
obtained by Seller, within 10 days of receipt of a copy of Seller's appraisal,.
Buyer, at its cost, shall obtain its own appraisal of the Shares, which shall be
delivered to Seller within 30 days of the receipt by Buyer of Seller's
appraisal.. If, after receipt of Buyer's appraisal, Seller and Buyer agree upon
a reasonable valuation of the Shares different than the Purchase Price (the
"Agreed Price") (a) Seller shall refund to Buyer any amount by which the amount
of $50,000 exceeds the Agreed Price, or (b) Buyer shall pay to Seller any amount
by which the Agreed Price exceeds the $50,000 (the "Adjustment to Purchase
Price"). If the parties are unable to reach an Agreed Price, then, within 10
days of receipt by Seller of Buyer's appraisal,Buyer's and Seller's appraisers
shall agree upon a third appraiser ( "Independent Appraiser") to fix the
appropriate Purchase Price, which appraisal shall be binding upon the parties
and the parties shall make the requisite Adjustment to Purchase Price. The fair
market value of the Shares as fixed by the Independent Appraiser shall
constitute the Purchase Price for the Shares, and within 10 days after receipt
of the Independent Appraiser's determination of the fair market value of the
Shares, either Seller or Buyer shall pay the appropriate Adjustment to the
Purchase Price.
In order to secure the payment by Buyer of any additional amounts to
Seller upon an adjustment of the Purchase Price, Buyer shall deposit in escrow
at the Closing Date the stock certificate representing the Shares which shall be
released to Seller if Buyer fails to satisfy its obligation under this Section
2.
3. Representations and Warranties of Seller.
Seller hereby represents and warrants to Buyer that:
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(i) prior to the Closing Date it will have the full right,
power, legal capacity and authority to enter into this agreement and to
perform its obligations hereunder; and
(ii) this agreement has been duly executed and delivered by
Seller.
4. Representations and Warranties of Buyer. Buyer hereby represents
and warrants to Seller that:
(i) Buyer has the full right, power, legal capacity and
authority to enter into this agreement and perform its obligations
hereunder;
(ii) this agreement has been duly executed and delivered by
Buyer and constitutes its valid and legally binding agreement and
obligation;
(iii) Buyer is acquiring the Shares for investment purposes
only and acknowledges that the Shares have not been registered under the
Act or any state securities laws, and may not be transferred, sold or
otherwise disposed of except if an effective Registration Statement is
then in effect or pursuant to an exemption from registration under said
Act. Buyer is an accredited investor as that term is defined under the
Act;
(iv) Buyer is fully familiar with the financial condition of
and has had an adequate opportunity to conduct an investigation into the
business, prospects and all other aspects of the business of the
Corporation and to ask and have answered questions regarding the financial
and business condition of the Corporation.
5. Survival of Representations and Warranties.
The representations, warranties and agreements set forth in sections
3 and 4 hereof shall survive the execution and delivery of this agreement and
the sale and purchase of the Shares. Other than as specifically set forth
herein, Seller is making no representations or warranties with
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respect to the business, financial condition, financial statements, prospects or
any other matter related to the business of the Corporation. Buyer shall have no
claims nor rights of setoff with respect to any matters other than as
specifically set forth herein.
6. 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 delivered (i) if sent by personal delivery, on the date of
delivery if delivered prior to 5:00 P.M., and on the next business day if
delivered after 5:00 P.M., (ii) if sent by facsimile, on the date on which
receipt thereof is confirmed by the recipient or a representative thereof, to
the addresses and facsimile numbers as follows:
If to Seller: Vidikron Technologies Group, Inc.
150 Bay Street
Jersey City, New Jersey
Attn: Phillip Siegel
with a copy to: Gibbons, Del Deo, Dolan,
Griffinger, & Vecchione
One Riverfront Plaza
Newark, New Jersey 07102-5497
Attn: Paul DiFilippo
(973) 639-6325
If to Buyer: Markland LLC
c/o Citco Trustees (Cayman)
United Commerce Centre
P.O. 31106 SMB
Grand Cayman, Cayman Islands
British West Indies
with copy to: Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
Attn: Andrew B. Eckstein, Esq.
Fax: (212) 885-5002
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7. Complete Agreement.
This agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof. The representations,
warranties and covenants and agreements set forth in this agreement constitute
all of the representations, warranties, covenants and agreements among the
parties hereto and upon which the parties have relied. No change, modification,
addition or termination of this agreement or any part thereof shall be valid
unless in writing and signed by or on behalf of the party to be charged
therewith.
8. Assignment.
This agreement shall be binding upon, and shall inure to the benefit
of, the parties hereto and their respective heirs, successors and assigns;
provided, however, that neither party may assign this agreement without the
written consent of the other party. Nothing in this agreement is intended to
confer upon any person, other than the parties and their heirs, successors and
assigns, any rights or remedies under or by reason of this agreement.
9. No Waiver.
No waiver of any of the provisions hereof shall be effective unless
in writing and signed by the party to be charged with such waiver. No waiver
shall be deemed a continuing waiver or waiver in respect of any subsequent
breach or default, whether of similar or different nature, unless expressly so
stated in writing.
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10. Captions.
The headings or captions under the sections of this agreement are
for convenience and reference only, and do not form a part hereof, and do not in
any way modify, interpret or construe the intent of the parties or affect any of
the provisions of this agreement.
11. Governing Law.
This agreement is intended to be governed by, interpreted and
enforced in accordance with, the laws of the State of New York, without giving
effect to conflicts of law principles.
IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands, as of the day and year first above written.
Vidikron Technologies Group, Inc.
By: /s/ Stuart Barlow
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Stuart Barlow
Vice President
MARKLAND LLP
By: Navigator Management Limited,
Director
By: /s/ David Sims
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David Sims, Director
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