Exhibit 10.2 Purchase Agreement between GMGH and Eight Persons
PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (which together with the attached
exhibits, are referred to herein as "Agreement") is entered into by and between
Global Media Group Holdings, Inc., a Delaware corporation (the "Company") and
the shareholders of Global Media Group, Inc., a Nevada corporation ("XYZ") who
agree to become parties to this Agreement ("Selling Shareholders") evidenced by
their signatures hereto.
WHEREAS, the Selling Shareholders wish to sell and the Company desires
to purchase the XYZ Shares, as defined below, in exchange for newly issued
shares of common stock of the Company, as defined below, upon the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of and in reliance on the mutual
promises and representations and warranties contained in this Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Selling Shareholders and the Company agree as follows:
1. Definitions
1.1 "Associate" means with respect to any person, (i) any member of the
immediate family of such person, (ii) any entity of which such person, or any
member of the immediate family of such person, directly or indirectly, owns any
equity interest, (iii) any entity of which such person, or any member of the
immediate family of such person, serves as a director or executive officer, and
(iv) any entity that directly or indirectly controls, or that is directly or
indirectly controlled by or under common control with, such person or any member
of the immediate family of such person.
1.2 "Company Disclosure Documents" means the Company Financials (as
defined herein), material agreements and corporate documents, and other
information related to the Company material to its operations for the three (3)
fiscal years ending December 31, 2005, and any and all interim data or filings
through the date hereof to be provided by the Company pursuant to this
Agreement, including but not limited to the Company Financials (as defined
herein) and other information required pursuant to the provisions of the
Securities Exchange Act of 1934 (the " '34 Act") or the Securities Act of 1933,
as amended (the "'33 Act").
1.3 "Liabilities" means liabilities, obligations, or commitments of any
nature, absolute, accrued, contingent, or otherwise, known or unknown, whether
matured or unmatured.
1.4 "XYZ Shares" means all the issued and outstanding shares of Global
Media Group, Inc., a Nevada corporation, comprising 965 shares of Common Stock,
with $.001 par value, or such number of shares as is delivered.
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1.5 "Company Shares" means shares of common stock in the Company.
1.6 "XYZ Disclosure Documents" means the XYZ Financials as defined
herein.
1.7 "XYZ Assets" means assets (excluding the books and records of the
Selling Shareholders), properties, leases, contracts, agreements, and rights of
XYZ of every type and description, tangible and intangible, including without
limitation, all cash on hand and in banks.
1.8 "Person" means any individual, corporation, professional
corporation, limited partnership, association, or any other legal entity through
which an individual or business might organize himself or itself.
2. Purchase and Sale of XYZ Shares
2.1 Purchase and Sale. Upon the terms and subject to the conditions of
this Agreement, on the Closing Date, as defined in Paragraph 3.1, the Selling
Shareholders agree to sell and transfer the XYZ Shares to the Company and the
Company agrees to purchase the XYZ Shares for the consideration set forth in
this Agreement.
2.2 Purchase Price. In exchange for the XYZ Shares, the Company shall
issue and deliver to the Selling Shareholders:
2.2.1 10,000 shares of newly issued $.001 par value common stock of the
Company for each of the 965 issued and outstanding XYZ Shares. Stated
differently, 9,650,000 Company Shares for the XYZ Shares.
3. Closing
3.1 Date and Place. The closing of the delivery and transfer of the XYZ
Shares (the "Closing") shall occur on a date ("Closing Date") to be mutually
agreed upon by the Selling Shareholders and the Company after exchange of all
books, records, financial information, documents, and other materials reasonably
deemed necessary to completion of the transaction contemplated under this
Agreement.
3.2 Transactions and Document Exchange at Closing. At the Closing, the
following transactions shall occur and documents shall be exchanged, all of
which shall be deemed to occur simultaneously:
(A) By the Selling Shareholders. The Selling Shareholders will deliver,
or cause to be delivered, to the Company:
(1) The documents necessary to transfer the XYZ Shares to the Company
pursuant to this Agreement, in proper form and substance reasonably acceptable
to the Company;
(2) Such other documents, instruments, and/or certificates, if any, as
are required to be delivered pursuant to the provisions of this Agreement, or
which are reasonably determined by the parties to be required to effectuate the
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transactions contemplated in this Agreement, or as otherwise may be reasonably
requested by the Company to further the intent of this Agreement;
(3) Audited financial statements of XYZ dated as of its most recent
year end prior to the Closing Date covering all operations since the inception
of XYZ. Such financial statements shall be audited by a certified public
accounting firm. The Selling Shareholders shall also deliver or cause to be
delivered all books and records of XYZ to the extent available and necessary to
perform an audit of its book as of its most recent month end prior to the
Closing Date in accordance with Regulation S-X, which books and records shall
present fairly the financial condition and results of operations of XYZ since
the date of its audited financial statements, in accordance with generally
accepted accounting principles applied on a basis consistent with prior
accounting periods.
(4) The denominations and names for issuance of the Company Shares.
(B) By the Company. The Company will deliver, or cause the following to
be delivered, to the Selling Shareholders:
(1) Stock certificate(s) in the name of the Selling Shareholders
aggregating 9,650,000 Company Shares.
(2) Such other documents, instruments, and/or certificates, if any, as
are required to be delivered pursuant to the provisions of this Agreement, or
which are reasonably determined by the parties to be required to effectuate the
transactions contemplated in this Agreement, or as otherwise may be reasonably
requested by the Selling Shareholders in furtherance of the intent of this
Agreement.
3.3 Post-Closing Documents. From time to time after the Closing, upon
the reasonable request of any party, the party to whom the request is made shall
deliver such other and further documents, instruments, and/or certificates as
may be necessary to more fully vest in the requesting party the consideration
provided for in this Agreement or to enable the requesting party to obtain the
rights and benefits contemplated by this Agreement, including but not limited to
delivery of records of all books and records of XYZ since inception .
4. Representations and Warranties of the Company
The Company represents and warrants to the Selling Shareholders that:
4.1 Organization and Authority. The Company is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware, with the corporate power and authority to carry on its business as
now being conducted. The execution and delivery of this Agreement and the
consummation of the transactions contemplated in this Agreement have been, or
will be prior to closing, duly authorized by all requisite corporate actions on
the part of the Company. This Agreement has been duly executed and delivered by
the Company and constitutes the valid, binding, and enforceable obligation of
the Company.
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4.2 Ability to Carry Out Agreement. To the best of the Company's
knowledge and belief, the execution and performance of this Agreement will not
violate, or result in a breach of, or constitute a default in, any provisions of
applicable law, any agreement, instrument, judgment, order or decree to which
the Company is a party or to which the Company is subject. No consents of any
persons under any contract or agreement required to be disclosed pursuant to
this Agreement are required for the execution, delivery, and performance by the
Company of this Agreement.
4.3 Capitalization of the Company. The capitalization of the Company
is, as of the date hereof, comprised of One Hundred Million (100,000,000) shares
of authorized $.001 par value common stock of which One Million Eight Hundred
Ninety Five Thousand (1,895,000) shares are issued and outstanding, and Fifty
Million (50,000,000) shares of $.001 par value preferred stock of which One
Hundred Ten Thousand (110,000) shares of Series A Convertible Preferred Stock
are issued and outstanding. All issued and outstanding shares are legally
issued, fully paid, and non-assessable, and are not issued in violation of the
preemptive or other right of any person.
4.4 Financial Information. The Company has provided to the Selling
Shareholders, or will provide prior to Closing, copies of its Annual Report on
Form 10-KSB for the three (3) years ending at or prior to December 31, 2005. The
reports and all other information included in such reports shall be referred to
as the "Company Financials". The Company has no obligations or liabilities
(whether accrued, absolute, contingent, liquidated or otherwise, including
without limitation any tax liabilities due or to become due) which are not fully
disclosed and adequately provided for in the Company Financials, excepting
current liabilities incurred and obligations under agreements entered into in
the usual and ordinary course of business since the date of the Company
Financials, none of which (individually or in the aggregate) are material except
as expressly indicated in the Company Financials.
5. Representations and Warranties of the Selling Shareholders
The Selling Shareholders represent and warrant to the Company that:
5.1 Organization and Authority. XYZ is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada,
with the power and authority to carry on its business as now being conducted.
5.2 Ability to Carry out Agreement. To the best of the Selling
Shareholders' knowledge and belief, the execution and performance of this
Agreement will not violate, or result in a breach of, or constitute a default
in, any provisions of applicable law, any agreement, instrument, judgment, order
or decree to which XYZ is a party or to which XYZ is subject, other than such
violations, breaches, or defaults which, singly or in the aggregate, do not have
a material adverse effect on its business as a whole or on the enforceability or
validity of this Agreement. No consents of any persons under any contract or
agreement required to be disclosed or disclosed pursuant to this Agreement are
required for the execution, delivery, and performance by the Selling
Shareholders of this Agreement.
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5.3 Capitalization of XYZ. As of the date of execution of this
Agreement, the capitalization of XYZ is comprised of one class of capital stock
consisting of Five Million (5,000,000) shares of Common Stock, with $.001 par
value, of which 965 shares were issued and are presently outstanding and held,
of record, by the Selling Shareholders in the amounts opposite their names on
the signature page hereto. All of the issued and outstanding shares are duly
authorized, validly issued, fully paid, and have been offered, issued, sold, and
delivered by XYZ in material compliance with all applicable federal and state
securities laws.
5.4 Financial Information. The Selling Shareholders have provided to
the Company, or will provide prior to Closing, financial statements of XYZ for
all fiscal years ended since the inception of XYZ and reports for such interim
periods ending since the latest fiscal year ended, and such other documents and
information relating to XYZ's current financial condition including but not
limited to its purchase, operation and disposition, if any, of any XYZ assets
and liabilities. Such financial statements and other financial information shall
be referred to as the "XYZ Financials".
5.5 Corporate Records. Copies of all other corporate books and records,
including but not limited to stock transfer ledgers, and any other documents and
records of XYZ will be provided to the Company at Closing. All such records and
documents are complete, true, and correct.
6. Securities Registration; Disclosure
The Selling Shareholders understand that the securities issued pursuant
to this Agreement, have not been nor will they be registered under the
Securities Act of 1933 as amended ("'33 Act"), but are issued pursuant to
exemptions from registration including but not limited to Regulation D and
Section 4(2) of the '33 Act, and the Company's reliance on such exemptions in
issuing the securities is predicated in part on the representations of the
Selling Shareholders.
Each of the Selling Shareholders represents that, by virtue of their
respective economic bargaining power or otherwise, he/she has had access to or
have been furnished with, prior to or concurrently with Closing, the same kind
of information that would be available in a registration statement under the '33
Act should registration of the securities issued pursuant to this Agreement have
been necessary, and that they have had the opportunity to ask questions of and
receive answers from the Company's officers and directors, or any party acting
on their behalf, concerning the business of the Company and that they have had
the opportunity to obtain any additional information, to the extent that the
Company possesses such information or can acquire it without unreasonable
expense or effort, necessary to verify the accuracy of information obtained or
furnished by the Company.
7. Miscellaneous Provisions
7.1 Survival of Representations and Warranties. All representations,
warranties, and covenants made by any party in this Agreement shall survive the
Closing hereunder and the consummation of the transactions contemplated hereby
for one (1) year from the Closing Date.
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7.2 Further Assurances. At any time and from time to time, after the
effective date, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement.
7.3 Waiver. Any failure of any party to this Agreement to comply with
any of its obligations, agreements, or conditions hereunder may be waived in
writing by the party to whom such compliance is owed. The failure of any party
to this Agreement to enforce at any time any of the provisions of this Agreement
shall in no way be construed to be a waiver of any such provision or a waiver of
the right of such party thereafter to enforce each and every such provision. No
waiver of any breach of or non-compliance with this Agreement shall be held to
be a waiver of any other or subsequent breach or non-compliance.
7.4 Counterparts. This Agreement may be executed simultaneously 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.
7.5 Governing Law. This Agreement shall be governed by the laws of the
United States, State of Nevada.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
"Company"
Global Media Group Holdings, Inc.
By: /s/ Xxxxx Xxx
Name: Xxxxx Xxx
Title: President
[continued on next page]
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"Selling Shareholders"
/s/ Xxxxx Xxx
Xxxxx Xxx, 260 shares
/s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, 140 shares
/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx, 260 shares
/s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx, 145 shares
/s/ Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxx, 50 shares
/s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, 10 shares
/s/ illegible by authorized agent
GSVG, LLC, 50 shares
/s/ Xxxxx Xxxx
Xxxxx Xxxx, Trustee of the X.X. Xxxx Living
Trust, 50 shares
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