Purchase of Stock and Consideration. Buyer hereby agrees to purchase all of the outstanding shares of the capital stock of Be Media (the "Acquired Stock"), all of which is owned beneficially and of record by Xxxxxxxx X. Xxxxxx; namely, 100% of the 100,000 issued and outstanding common shares of Be Media. The Acquisition will be accomplished by all of the Acquired Stock being exchanged by the Seller at the Closing for shares of Magic Convertible Preferred Stock (“MAGIC Preferred C Shares”). Each such Preferred share shall have voting rights equal to the same number of common shares that it is convertible into. Computation of Seller’s Percentage Ownership of Magic Assuming No Deficit in Be Media’s Stockholders’ Equity The precise total number of common shares into which such MAGIC Preferred C shares will be convertible, assuming that Be Media does not have any accumulated stockholder's equity deficit (i.e., no negative net worth) shall equal 49.9% of the total market capitalization of the combined company (including the MAGIC Preferred C Shares and Xxxxxx Xxxxx Xxxxxxx' Series B preferred stock and any additional shares that may be issued prior to the Closing ). However, this 49.9% is computed before (i) the anticipated sale of Magic common shares to raise the $3,000,000 or more set forth in Sections 3.5 and 4.6 hereof, and (ii) any and all additional stock grants pursuant to this Agreement, (e.g., Global’s 2,800,000 Magic shares pursuant to Section 8.1; Xxxx Xxxxxxxxx'x 1,000,000 Magic shares pursuant to Section 8.2; and Xxxxxx Xxxxx Xxxxxxx' 1,300,000 Magic shares pursuant to Section 4.9(e)). The total market capitalization of the combined company shall be computed by multiplying the volume weighted average price per share ("VWAP") of Magic common stock for the twenty (20) business days prior to the date of the Closing by the sum of the Magic shares outstanding plus the equivalent Magic shares based on the 49.9% maximum number of Magic Preferred C Shares. For the purpose of computing such total market capitalization, the shares of Magic’s convertible preferred B stock shall be treated as if they had been converted into Magic’s common stock. For example, if the VWAP for such time period is $0.10 per share, and number of Magic’s outstanding shares are 50,000,000, the amount of the equivalent Magic shares based on the 49.9% maximum number of Magic Preferred C Shares is 49,800,399 shares (i.e., 50,000,000 = 50.1% of the maximum total shares of the combined company to be outstanding (x); then the ...
Purchase of Stock and Consideration. Buyer hereby agrees to purchase all of the outstanding membership interests of ABG (the "Acquired Interests"), all of which are owned beneficially and of record by SELLER. The Acquisition will be accomplished by all of the Acquired Interests being exchanged by the Seller at the Closing for shares of DSTV restricted common stock ("DSTV Shares"). DSTV shall issue at the Closing (as defined in Section 3.5 herein) to the Seller, in total, three million five hundred twenty thousand (3,520,000) DSTV Shares. All of the DSTV Shares shall be distributed to the Seller, except for 50,000 shares that shall be issued to Finder as set forth in Section 8.1 herein.
Purchase of Stock and Consideration
