STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made effective as of
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the 10th day of March, 2003, by and among JAGUAR INVESTMENTS, INC., a Nevada
corporation ("Seller" or "Jaguar") and THE D.A.R. GROUP, INC., a New York
corporation ("Purchaser" or "DAR").
PRELIMINARY STATEMENTS
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A. WHEREAS, Jaguar owns of record an aggregate of 388,889 shares of
common stock, par value $0.01 per share, of Premier Sports Media and
Entertainment Group, Inc., a New York corporation ("Premier"), which
shares constitute all of the issued and outstanding shares of all
classes of capital stock of Premier; and
B. WHEREAS, the authorized capital stock of Premier consists of
10,000,000 shares of common stock; and
C. WHEREAS, Jaguar desires to sell to Purchaser, and Purchaser desires to
purchase from Jaguar, 369,445 shares or 95% of the shares of Premier
(the "Shares") for the consideration and upon the terms and conditions
hereinafter set forth,
NOW, THEREFORE, in consideration of the mutual agreements contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Seller and Purchaser do hereby agree as
follows:
ARTICLE I
PURCHASE AND SALE OF THE SHARES
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Section 1.01. Purchase and Sale. On the Closing Date and upon the terms
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and subject to the conditions set forth herein, Seller shall deliver the Shares
to Purchaser free and clear of all Liens, and Purchaser shall purchase the
Shares from the Seller in exchange for the consideration set forth below in
Section 1.02.
Section 1.02. Consideration. The consideration payable for the Shares
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shall be the cancellation and forgiveness of indebtedness represented by that
certain promissory note ("Note") owed by Jaguar to DAR, as well as DAR's
assumption of all accounts payable on the Jaguar financial statements.
Purchaser acknowledges that upon cancellation and forgiveness of said Note,
Jaguar shall have no remaining indebtedness to Purchaser. Purchaser further
acknowledges that Jaguar shall have no remaining liabilities upon execution of
this Agreement.
Section 1.03. Time and Place of Closing. Subject to the satisfaction or
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waiver of the conditions herein, the closing (the "Closing") of the transactions
contemplated by this Agreement shall take place on or before March 10, 2003, at
such place as the Seller and Purchaser may agree.
Section 1.04. Delivery of the Shares. At Closing, Seller shall deliver to
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Purchaser the certificate representing the Shares, duly endorsed in blank or
accompanied by stock powers duly endorsed in blank, with all taxes attributable
to the transfer and sale of the Shares paid by the Seller.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER AND PREMIER
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Subject to all of the terms, conditions and provisions of this Agreement,
the Seller and Premier hereby represent and warrant to Purchaser, as of the date
hereof and as of the Closing, as follows:
Section 2.01. Organization and Qualification. Seller is a Nevada
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corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada. Premier is a corporation, duly organized, validly
existing and in good standing under the laws of New York. Premier has all
requisite power and authority, corporate or otherwise, to own, lease and operate
its assets and properties and to carry on its business as now being conducted.
Premier is duly qualified to do business and is in good standing in the
jurisdictions in which its assets and properties or the nature of the business
conducted by it makes such qualification necessary. Premier's only subsidiaries
are Premier Boxing, Inc., a New York corporation, CNB Sports and Entertainment,
Inc., a New York corporation, each of which Premier wholly owns.
Section 2.02. Capitalization of Premier; Title to the Shares. There are
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388,889 shares of common stock issued and outstanding, with a par value of $.01
per share. All of the Shares have been duly authorized and validly issued, are
fully paid and nonassessable and are free of preemptive rights. The Shares
transferred by the Seller to Purchaser will be free and clear of liens. There
are no outstanding or authorized subscriptions, options, warrants, calls, rights
or other similar contracts, including rights of conversion or exchange under any
outstanding debt or equity security or other contract, to which any of the
Shares will be subject or obligating the Seller and/or Premier to issue, deliver
or sell, or cause to be issued, delivered or sold, any other shares of capital
stock of Premier or any other debt or equity securities convertible into or
evidencing the right to subscribe for any such shares of capital stock or
obligating the Seller and/or Premier to grant, extend or enter into any such
contract. There are no voting trusts, proxies or other contracts to which
Seller and/or Premier is a party or is bound with respect to the voting of any
of the Shares. The Seller has full legal right to sell, assign and transfer the
Shares to Purchaser, and upon receipt of the consideration set forth in this
Agreement, Seller shall transfer good and indefeasible title to the Shares to
Purchaser, free and clear of liens.
Section 2.03. Authority. The Seller has all requisite power and
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authority, corporate or otherwise, to execute and deliver this Agreement and to
consummate the transactions contemplated hereby and thereby. The Seller has
duly and validly executed and delivered this Agreement and will, on or prior to
the Closing, execute, such other documents as may be required hereunder and,
assuming the due authorization, execution and delivery of this Agreement by the
parties hereto and thereto, this Agreement constitutes, the legal, valid and
binding obligation of the Seller as applicable, enforceable against the Seller
as applicable, in accordance with its terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally and general equitable
principles.
Section 2.04. No Conflict. The execution and delivery by the Seller of
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this Agreement and the consummation of the transactions contemplated hereby and
thereby, do not and will not, by the lapse of time, the giving of notice or
otherwise: (a) constitute a violation of any law; (b) constitute a breach or
violation of any provision contained in the Articles of Incorporation or Bylaws
of Premier; (c) constitute a breach of any provision contained in, or a default
under, any governmental approval, any writ, injunction, order, judgment or
decree of any governmental authority or any contract to which the Seller and/or
Premier are a party; or (d) result in or require the creation of any lien upon
the Shares.
Section 2.05. Consents and Approvals. No governmental approvals and no
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notifications, filings or registrations to or with any governmental authority or
any other person is or will be necessary for the valid execution and delivery by
the Seller of this Agreement or the consummation of the transactions
contemplated hereby or thereby, or the enforceability hereof or thereof, other
than those which have been obtained or made and are in full force and effect.
Section 2.06. Litigation. There are no claims pending or, to the
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knowledge of the Seller threatened against or affecting Premier or any of its
assets and properties before or by any governmental authority or any other
person. The Seller has no knowledge of the basis for any claim, which alone or
in the aggregate: (a) could reasonably be expected to result in any liability
with respect to Premier; or (b) seeks to restrain or enjoin the execution and
delivery of this Agreement or the consummation of any of the transactions
contemplated hereby or thereby. There are no judgments or outstanding orders,
injunctions, decrees, stipulations or awards against Premier or any of its
assets and properties.
Section 2.07. Brokers, Finders and Financial Advisors. No broker, finder
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or financial advisor has acted for Seller in connection with this Agreement or
the transactions contemplated hereby or thereby, and no broker, finder or
financial advisor is entitled to any broker's, finder's or financial advisor's
fee or other commission in respect thereof based in any way on any contract with
Seller.
Section 2.08. Disclosure. The schedules, documents, exhibits, reports,
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certificates and other written statements and information furnished by or on
behalf of Seller to the Purchaser do not contain any material misstatement of
fact or, to the knowledge of Seller omit to state a material fact necessary in
order to make the statements contained therein, in light of the circumstances
under which they were made, not misleading. Seller has not withheld any fact
known to it that has or is reasonably likely to have a material adverse effect
with respect to Premier.
Section 2.09. Ownership. The Seller represents and warrants that it owns
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100% of the currently issued and outstanding capital stock of Premier.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
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Subject to all of the terms, conditions and provisions of this Agreement,
Purchaser hereby represents and warrants to the Seller, as of the date hereof
and as of the Closing, as follows:
Section 3.01. Authority. Purchaser has all requisite power and authority
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to execute and deliver this Agreement and to consummate the transactions
contemplated hereby and thereby. Purchaser has duly and validly executed and
delivered this Agreement and, assuming the due authorization, execution and
delivery of this Agreement by the other parties hereto and thereto, this
Agreement constitutes the legal, valid and binding obligation of Purchaser,
enforceable against Purchaser in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally and general
equitable principles.
Section 3.02. No Conflict. The execution and delivery by Purchaser of
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this Agreement and the consummation of the transactions contemplated hereby and
thereby do not and shall not, by the lapse of time, the giving of notice or
otherwise: (a) constitute a violation of any law; or (b) constitute a breach of
any provision contained in, or a default under, any governmental approval, any
writ, injunction, order, judgment or decree of any governmental authority or any
contract, including the Note, to which Purchaser is a party or by which
Purchaser is bound or affected.
Section 3.03. Consents and Approvals. No governmental approvals and no
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notifications, filings or registrations to or with any governmental authority or
any other person is or will be necessary for the valid execution and delivery by
Purchaser of this Agreement and the closing documents to which it is a party, or
the consummation of the transactions contemplated hereby or thereby, or the
enforceability hereof or thereof, other than those which have been obtained or
made and are in full force and effect.
Section 3.04. Litigation. There are no claims pending or, to the
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knowledge of Purchaser, threatened, and Purchaser has no knowledge of the basis
for any claim, which either alone or in the aggregate, seeks to restrain or
enjoin the execution and delivery of this Agreement or the consummation of any
of the transactions contemplated hereby or thereby. There are no judgments or
outstanding orders, injunctions, decrees, stipulations or awards against
Purchaser which prohibits or restricts, or could reasonably be expected to
result in any delay of, the consummation of the transactions contemplated by
this Agreement.
Section 3.05. Brokers, Finders and Financial Advisors. No broker, finder
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or financial advisor has acted for Purchaser in connection with this Agreement
or the transactions contemplated hereby or thereby, and no broker, finder or
financial advisor is entitled to any broker's, finder's or financial advisor's
fee or other commission in respect thereof based in any way on any contract with
Purchaser.
ARTICLE IV
COVENANTS
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Section 4.01. Further Assurances. Seller and Purchaser agree that, from
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time to time, whether before, at or after the Closing, each of them will take
such other action and to execute, acknowledge and deliver such contracts, deeds,
or other documents (a) as may be reasonably requested and necessary or
appropriate to carry out the purposes and intent of this Agreement; or (b) to
effect or evidence the transfer to the Purchaser of the Shares held by or in the
name of the Seller.
Section 4.02. Public Announcements. Except as required by law, without
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the prior written approval of the other party, neither Seller nor Purchaser will
issue, or permit any agent or affiliate thereof to issue, any press release or
otherwise make or permit any agent or affiliate thereof to make, any public
statement or announcement with respect to this Agreement or the transactions
contemplated hereby and thereby.
ARTICLE V
MISCELLANEOUS
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Section 5.01. Notices. Any and all notices, requests or other
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communications hereunder shall be given in writing and delivered by: (a)
regular, overnight or registered or certified mail (return receipt requested),
with first class postage prepaid; (b) hand delivery; (c) facsimile transmission;
or (d) overnight courier service, to the parties at the following addresses or
facsimile numbers:
(i) if to Seller, to: c/o David M. Loev, Esq.
2777 Allen Parkway, Suite
1000 Houston, Texas 77019
Facsimile Number: (713) 524-4122
Telephone Number: (713) 524-4110
(ii) if to Purchaser, to: The D.A.R. Group, Inc.
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or at such other address or number as shall be designated by either of the
parties in a notice to the other party given in accordance with this Section
5.01. Except as otherwise provided in this Agreement, all such communications
shall be deemed to have been duly given: (A) in the case of a notice sent by
regular or registered or certified mail, three business days after it is duly
deposited in the mails; (B) in the case of a notice delivered by hand, when
personally delivered; (C) in the case of a notice sent by facsimile, upon
transmission subject to telephone confirmation of receipt; and (D) in the case
of a notice sent by overnight mail or overnight courier service, the next
business day after such notice is mailed or delivered to such courier, in each
case given or addressed as aforesaid.
Section 5.02. Benefit and Burden. This Agreement shall inure to the
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benefit of, and shall be binding upon, the parties hereto and their successors
and permitted assigns.
Section 5.03. No Third Party Rights. Nothing in this Agreement shall be
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deemed to create any right in any creditor or other person not a party hereto
(other than the Purchaser Indemnified Persons) and this Agreement shall not be
construed in any respect to be a contract in whole or in part for the benefit of
any third party (other than the Purchaser Indemnified Persons).
Section 5.04. Amendments and Waiver. No amendment, modification,
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restatement or supplement of this Agreement shall be valid unless the same is in
writing and signed by the parties hereto. No waiver of any provision of this
Agreement shall be valid unless in writing and signed by the party against whom
that waiver is sought to be enforced.
Section 5.05. Assignments. Purchaser may assign any of its rights,
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interests and obligations under this Agreement and must notify Seller in
writing.
Section 5.06. Counterparts. This Agreement may be executed in
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counterparts and by the different parties in separate counterparts, each of
which when so executed shall be deemed an original and all of which taken
together shall constitute one and the same agreement.
Section 5.07. Captions and Headings. The captions and headings contained
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in this Agreement are inserted and included solely for convenience and shall not
be considered or given any effect in construing the provisions hereof if any
question of intent should arise.
Section 5.08. Construction. The parties acknowledge that each of them has
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had the benefit of legal counsel of its own choice and has been afforded an
opportunity to review this Agreement with its legal counsel and that this
Agreement shall be construed as if jointly drafted by the parties hereto.
Section 5.09. Severability. Should any clause, sentence, paragraph,
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subsection, Section or Article of this Agreement be judicially declared to be
invalid, unenforceable or void, such decision will not have the effect of
invalidating or voiding the remainder of this Agreement, and the parties agree
that the part or parts of this Agreement so held to be invalid, unenforceable or
void will be deemed to have been stricken herefrom by the parties, and the
remainder will have the same force and effectiveness as if such stricken part or
parts had never been included herein.
Section 5.10. Remedies. The parties agree that the covenants and
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obligations contained in this Agreement relate to special, unique and
extraordinary matters and that a violation of any of the terms hereof or thereof
would cause irreparable injury in an amount which would be impossible to
estimate or determine and for which any remedy at law would be inadequate. As
such, the parties agree that if either party fails or refuses to fulfill any of
its obligations under this Agreement or to make any payment or deliver any
instrument required hereunder or thereunder, then the other party shall have the
remedy of specific performance, which remedy shall be cumulative and
nonexclusive and shall be in addition to any other rights and remedies otherwise
available under any other contract or at law or in equity and to which such
party might be entitled.
Section 5.11. Applicable Law. THIS AGREEMENT AND THE RIGHTS AND
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OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.
Section 5.12. Submission to Jurisdiction. Each of the parties hereby: (a)
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irrevocably submits to the non-exclusive personal jurisdiction of any Florida
court, over any claim arising out of or relating to this Agreement and
irrevocably agrees that all such claims may be heard and determined in such
Florida court; and (b) irrevocably waives, to the fullest extent permitted by
applicable law, any objection it may now or hereafter have to the laying of
venue in any proceeding brought in a Florida court.
Section 5.13. Expenses; Prevailing Party Costs. The Seller and Purchaser
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shall pay their own expenses incident to this Agreement and the transactions
contemplated hereby and thereby, including all legal and accounting fees and
disbursements, and Seller shall be solely liable for any and all expenses of the
Seller and/or Premier that are incident to this Agreement and the transactions
contemplated hereby and thereby (other than customary general, administrative
and overhead expenses incurred in the ordinary course of business).
Notwithstanding anything contained herein or therein to the contrary, if any
party commences an action against another party to enforce any of the terms,
covenants, conditions or provisions of this Agreement, or because of a breach by
a party of its obligations under this Agreement, the prevailing party in any
such action shall be entitled to recover its losses, including reasonable
attorneys' fees, incurred in connection with the prosecution or defense of such
action, from the losing party.
Section 5.14. Entire Agreement. This Agreement set forth all of the
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promises, agreements, conditions, understandings, warranties and representations
among the parties with respect to the transactions contemplated hereby and
thereby, and supersede all prior agreements, arrangements and understandings
between the parties, whether written, oral or otherwise.
Section 5.15. Faxed Copies. For purposes of this Agreement, a faxed
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signature will constitute an original signature.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and year first above written.
"SELLER"
Jaguar Investments, Inc.
By:/s/ Douglas Gass
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Its: President
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"PURCHASER"
The D.A.R. Group, Inc.
Name: Salvatore Rommano
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Title: President
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