STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") agreement dated June 16,
2005, by between and among Tolga Katas ("Tolga") and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇"),
individuals who reside at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
("Sellers") and Appian, Inc., a Nevada corporation with an office at ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ("Purchaser").
WHEREAS, Sellers own 100% of the issued and outstanding common stock of
Tolga Media, Inc, a Nevada corporation ("TMI"); and
WHEREAS, Sellers desire to sell and Appian desires to purchase 100% of
the issued and outstanding shares of common stock of TMI, relying upon the
representation that Sellers hold 100% of the issued and outstanding shares of
TMI, in exchange for the issuance by Appian of 22.75 million shares of the
common stock of Appian to Sellers, in the following percentages: Tolga 50%,
▇▇▇▇▇ 50%.
NOW THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereby agree as
follows:
I. Purchase and Sale. Sellers hereby agree to sell, transfer,
assign and convey to Appian and Appian hereby agrees to
purchase and acquire from Sellers, Ten Thousand (10,000)
shares of the common voting stock of TMI.
II. Purchase Price. The aggregate purchase price to be paid by
Appian for the Ten Thousand (10,000) shares of common stock of
TMI is Twenty-Two Million Seven Hundred Fifty Thousand
(22,750,000) shares of the common stock of Appian, these
shares to be divided among Sellers in the percentages stated
above.
III. Warranties and Representations of Sellers. In order to induce
Appian to enter into the Agreement and to complete the
transaction contemplated hereby, Sellers warrant and represent
to Appian that:
A. Organization and Standing. TMI is a corporation duly
organized, validly existing and in good standing under
the laws of the State of Nevada and has full power and
authority to carry on its business as now conducted
and to own and operate its assets, properties and
business.
B. Ownership of the Shares. As of the Date hereof,
Sellers are the only owners of the Ten Thousand
(10,000) shares, representing 100% of the issued and
outstanding shares of TMI, which 100% interest is
being purchased by Appian pursuant to this Agreement,
free and clear of all liens, encumbrances and
restrictions.
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C. Taxes. TMI has filed all federal, state and local
income or other tax returns and reports that it is
required to file with all governmental agencies,
wherever situate, and has paid or accrued for payment
all taxes as shown on such returns, such that a
failure to file, pay or accrue will not have a
material adverse effect on TMI or the shares of TMJ
stock which are subject of this agreement.
D. Pending Actions. There are no material legal actions.
lawsuits proceedings or investigations, either
administrative or judicial, pending or to the
knowledge of Sellers or TMI threatened, against or
affecting TMI and or the threatened, against or
affecting TMI and or the TMI shares of common stock.
TMI is not in violation of any material law, ordinance
or regulation of any kind whatever.
E. Governmental Regulation. The completion of the
transactions contemplated by the Agreement will not,
in and of itself, violate any governmental law, rule
or regulation which would in any way affect or
jeopardize the validity of this Agreement.
F. Ownership of Assets. Sellers have good, marketable
title, without any governmental law, rule or
regulation which would in any way affect or jeopardize
the validity of this Agreement.
G. No Misleading Statements or Omissions. Neither the
Agreement nor any financial statement, exhibit,
schedule or document attached herotic, if any,
contains any materially statement, or omits any fact
or statement necessary to make the other statements or
facts thein set forth not materially misleading.
H. Validity of the Agreement. All corporate action and
other proceedings required to be taken by TMI in order
for Sellers to enter into and to carry out the
Agreement have been duly and properly taken. No
additional corporate or action on the part of TMI or
Sellers is required in connection with this Agreement,
or the transaction contemplated herein. The Agreement
has been duly executed by the Sellers and constitutes
their valid and binding obligation, except to the
extent limited by applicable bankruptcy,
reorganization, insolvency, moratorium or other law
relating to or affecting generally the enforcement of
creditors rights. The execution and delivery of the
Agreement and the carrying out of its purposes will
not result in the breach of any of the terms or
conditions of, or constitute a default under or
violate TMI's Certificate of Incorporation or document
or undertaking, oral or written, to which TMI is a
party or is bound or may be affected, nor will such
execution, delivery and carrying our violate any
order, writ, injunction, decree, law, rule or
regulation of any court, regulatory agency or other
governmental body; and the business now conducted by
TMI can continue to be so conducted after completion
of the transaction contemplated hereby.
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I. Enforceability of the Agreement. When duly executed
and delivered, the Agreement and the Exhibits hereto,
if any, which are incorporated herein and made a part
hereof are legal, valid and enforceable by Appian
according to their terms, except to the extent limited
by applicable bankruptcy, reorganization, insolvency,
moratorium or other laws relating to or affecting
generally the enforcement of creditors rights and that
at the time of such execution and delivery. Appian
will have acquired title in and to the TMI common
shares free and clear of all claims. Liens and
encumbrances.
J. Assets. TMI has free and clear title to the following
assets:
1. Playlist concept
2. Gingerbread Media
3. And other related concepts and technologies.
IV. Warranties and Representation of Appian. In order to induce
Sellers to enter into the Agreement and to complete the
transaction contemplated hereby, Appian warrants and
represents to the Sellers that:
A. Organization and Standing. Appian is a corporation
duly organized validly existing and in good standing
under the laws of the State of Nevada and has full
power and authority to carry on its business as now
conducted and to own and operate its assets,
properties and business.
B. No Misleading Statement or Omissions. Neither the
Agreement nor any statement, exhibit, schedule or
document if any attached hereto contains any
materially misleading statement, or omits any fact or
statement necessary to make the other statements of
facts herein set forth not materially misleading.
C. Validity of the Agreement. All corporate action and
proceedings required to be taken by Appian in order to
enter into and to carry out the Agreement have been
duly and properly taken. The Agreement has been duly
executed by Appian and constitutes a valid and binding
obligation of Appian. The execution and delivery of
the Agreement and the carrying out of its purposes
will not result in the reach of any of the terms or
conditions of, or constitute a default under or
violate, Appian's Certificate of Incorporation or
By-Laws, or any agreement, lease, mortgage, bond,
indenture, license or other document or undertaking
oral or written to which Appian is a party or is bound
or may be affected.
D. Enforceability of the Agreement. When duly executed
and delivered, the Agreement and the Exhibits hereto
if any which are incorporated herein and made a part
hereof are legal, valid, and enforceable by Sellers
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according to their terms. And that at the time of such
execution and delivery, Sellers will have acquired
good, marketable title in and to the Appian shares
acquired herein, free and clear of all liens and
encumbrances.
V. Term. All representations, warranties, covenants and
agreements made herein and in the exhibits attached hereto
shall survive the execution and delivery of the agreement and
payment pursuant hereto.
VI. Conditions Precedent to Closing
A. The obligations of the Sellers under the Agreement
shall be and are subject to fulfillment, prior to or
at the Closing of each of the following conditions:
1. That Appian's representations and warranties
contained herein shall be true and correct
at the time of closing date as if such
representations and warranties were made at
such time;
2. That Appian arid its management shall have
performed or complied with all agreements,
terms and conditions required by the
Agreement to be performed or complied with
by then prior to or at the time of Closing.
B. The obligations of Appian under the Agreement shall be
and are subject to fulfillment, prior to at the
Closing or subsequent to the Closing of each of the
following conditions:
1. That Sellers' representations and warranties
contained herein shall be true and correct
at the time of Closing as if such
representations and warranties were made at
such time and:
2. That Sellers shall have performed or
complied with all agreements terms and
conditions required by the Agreement to be
performed or complied with by them prior to
or at the time of Closing. It is the intent
of the parties hereto that TMI will be
dissolved as an entity after closing and
that at Closing any and all of its assets
will be transferred to Appian, including the
Playlist concept and Gingerbread Media.
VII. Termination. The agreement may be terminated at any time
before or at Closing by:
A. The mutual agreement of the parties:
B. Any party if:
1. Any provision of the Agreement applicable to
a party shall be materially untrue or fail
to be accomplished.
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2. Any legal proceeding shall have been
instituted or shall be imminently
threatening to delay, restrain or prevent
the consummation of the Agreement.
Upon termination of the Agreement for any reason, in accordance with the terms
and conditions set forth in this paragraph, each said party shall bear all costs
and expenses as each party has incurred and not party shall be liable to the
other.
VIII. Miscellaneous Provisions This Agreement is the entire
agreement between the parties in respect of the subject matter
hereof, and there are no other agreements, written or oral,
nor may the Agreement be modified except in writing and
executed by all of the parties hereto. The failure to insist
upon strict compliance with any of the terms covenants or
conditions of the Agreement shall not be deemed a waiver or
relinquishment of such right or power at any other time or
times.
IX. Closing. The Closing of the transactions contemplated by the
Agreement ("Closing") shall take place at 10:00 A.M. MDT on
June 16,2005. The closing shall occur at such as the parties
hereto shall agree upon. At the Closing, all of the documents
and items referred to herein shall be exchanged.
X. Notice. Notice to a party herein or other communication
required or permitted by this Agreement must be in writing and
will be deemed to be properly given when delivered in person
to an officer of Appian or to one of the Sellers. When
deposited in the United States mails for the transmittal by
certified or registered mail, postage prepaid, or when
deposited with a public telegraph company for the transmittal,
or when sent by facsimile transmission charges prepaid
provided that the communication is addressed.
Tolga Katas
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
Telephone: ▇▇▇- ▇▇▇-▇▇▇▇
Mobile: ▇▇▇-▇▇▇-▇▇▇▇
Appian, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (801)
XI. Governing Law. The Agreement shall be governed by and
construed in accordance with the internal laws of the State of
Nevada.
XII. Counterparts. The Agreement may be executed in duplicate
facsimile counterparts, each of which shall be deemed an
original and together shall constitute one and the same
binding Agreement, with one counterpart being delivered to
each party hereto.
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XIII. Recision. In the event the sum of $500,000.00 can not be
raised from investors by December 31, 2005 this agreement can
be rescinded by mutual agreement of all parties. If the
agreement is rescinded all assets will be returned to Tolga
and ▇▇▇▇▇ and all stock will be returned to Appian and there
will be no further ~-obligations between the parties.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the date and year above first written.
Sellers:
/s/ Tolga Katas
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Tolga Katas
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Appian Inc.
By: /s/ F. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
Its: President
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