Eller Media Corp Sample Contracts

Eller Media Corp – RESTATED CERTIFICATE OF INCORPORATION (December 11th, 1996)

1 EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF ELLER MEDIA CORPORATION Eller Media Corporation, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: (a) The name of the corporation is Eller Media Corporation. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on August 11, 1995, and the name under which the corporation was originally incorporated is "Eller Media Company." (b) Pursuant to and in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation restates, integrates and amends the provisions of the Certificate of Incorporation of this corporation, and (i)

Eller Media Corp – CONTRIBUTION AGREEMENT (December 11th, 1996)

1 EXHIBIT 2.2 CONTRIBUTION AGREEMENT CONTRIBUTION AGREEMENT (the "Agreement") dated August 18, 1995, by and among ELLER MEDIA COMPANY, a Delaware corporation (the "Company"), LOEL, Inc., an Arizona corporation "LOEL") and EM Holdings LLC, an Arizona limited liability company ("Holdings"). WHEREAS, Karl Eller ("Eller"), indirectly through Red River Inc., an Arizona corporation ("Red River"), owns 100 percent of the issued and outstanding shares of LOEL; WHEREAS, LOEL owns 93.21 percent of the issued and outstanding shares of Class B Common Stock of Eller Investment Company, an Arizona Corporation ("EIC"), and the balance of the outstanding Class B Common Stock of EIC is owned by two minority shareholders (all of such shares of Class B Common Stock hereinafter collectively the "Shares"); WHEREAS, prior to Closin

Eller Media Corp – EMPLOYMENT AGREEMENT (December 11th, 1996)

1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of August 18, 1995 by and between ELLER MEDIA COMPANY, a Delaware corporation (the "Company") and Karl Eller ("Executive"). WHEREAS, the Company has been formed to acquire and operate certain outdoor advertising businesses, including the business of Patrick Media Group and PMG Holdings (the closing of the acquisition of which by a Subsidiary of the Company is hereinafter referred to as the "Closing"); and WHEREAS, the Company wishes to employ Executive and Executive is prepared to serve in those capacities required by the Company. NOW, THEREFORE, the parties agree as follows: 1. Position and Authority. The Company employs the Executive, and the Executive accepts such employment and agree

Eller Media Corp – STOCK PURCHASE AGREEMENT (December 11th, 1996)

1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT BETWEEN ELLER INVESTMENT COMPANY, INC. AND GENERAL ELECTRIC CAPITAL CORPORATION RELATING TO THE CAPITAL STOCK OF PMG HOLDINGS, INC. AND PATRICK MEDIA GROUP, INC. DATED July 14, 1995 2 TABLE OF CONTENTS Page 1. Definitions ............................................... 2 2. Sale of Shares; Purchase Price ............................ 9 3. R