EXHIBIT 10.26
___________________________
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is entered into as of March 7, 1997, by and
between Media Entertainment, Inc., a Nevada corporation with offices at
0000 Xxxxxxxx Xxxx Xxxx, Xxxxx Xxxxx, Xxxxxxxxx 00000 ("MEI"), and
Xxxxxxx Xxxx, an individual resident of the State of Louisiana ("Xxxx"), in
light of the following facts:
1. MEI, through subsidiaries, is engaged in the Wireless Cable Television,
Community Television and Wireless Internet industries;
2. Xxxx desires to acquire shares of Common Stock of MEI; and
3. MEI desires to issue shares of its Common Stock to Xxxx.
WITNESSETH:
THEREFORE, the Agreement of the parties, the promises of each being
consideration for the promises of the other:
I. DEFINITIONS
Whenever used in this Agreement, the following terms shall have the
meanings set forth below, including the exhibit hereto or amendments hereof.
(a) "Agreement" shall mean this Stock Purchase Agreement and all exhibits
hereto or amendments hereof.
(b) "Xxxx" shall mean Xxxxxxx Xxxx, an individual resident of the State of
Louisiana.
(c) "MEI" shall mean Media Entertainment, Inc., a Nevada corporation, and
its subsidiaries: (1) Winter Entertainment, Inc., a Delaware corporation; and
(2) Missouri Cable TV Corp., a Louisiana corporation.
(d) "Knowledge of MEI" or matters "known to MEI" shall mean matters
actually known to the Board of Directors or officers of MEI, or which
reasonably should be or should have been known by them upon reasonable
investigation.
(e) "Securities Act" shall mean the Securities Act of 1933, as amended, and
includes the rules and regulations of the Securities and Exchange
Commission promulgated thereunder, as such shall then be in effect.
Any term used herein to which a special meaning has been ascribed shall be
construed in accordance with either (1) the context in which such term is
used, or (2) the definition provided for such terms in the place in this
Agreement at which such term is first used.
II. DISCLOSURES
A copy of a Registration Statement on Form S-1 to be filed by MEI with the
Securities and Exchange Commission, which document includes information
with respect to MEI's business and prospects, is attached hereto as Exhibit
"A" and incorporated herein by this reference. Xxxx hereby acknowledges
that it has examined Exhibit "A", has had the opportunity to ask questions of,
and receive answers from, the principals of MEI regarding matters contained
in Exhibit "A" and otherwise investigate the matters contained in Exhibit
"A".
III. PURCHASE AND SALE
MEI hereby sells to Xxxx and Xxxx hereby buys from MEI 20,000 shares of
the $.0001 par value Common Stock of MEI, at the price and subject to all
of the terms and conditions set forth herein.
IV. PURCHASE PRICE - PAYMENT
Xxxx shall deliver to MEI the sum of $50,000 in payment of the 20,000
shares of MEI Common Stock purchased by Xxxx hereunder, a per share
price of $2.50, which payment shall be delivered as provided in paragraph VI
hereinbelow.
V. ISSUANCE OF THE COMMON STOCK
MEI shall cause the 20,000 shares of its Common Stock purchased and sold
hereunder to be issued and delivered herewith.
VI. THE EXCHANGE
MEI is delivering, along with an executed copy of this Agreement, a stock
certificate representing 20,000 shares of its Common Stock. Upon execution
by Xxxx of this Agreement, Xxxx agrees to deliver forthwith the sum of
$50,000 required to be delivered pursuant to paragraph IV hereinabove.
VII. REPRESENTATIONS AND WARRANTIES OF XXX
XXX represents and warrants to Xxxx:
(a) Organization and Corporate Authority. MEI is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Nevada and is qualified to do business as a foreign corporation in all
jurisdictions where the ownership of property or maintenance of an office
would require qualification. MEI has all requisite corporate power and
authority, governmental permits, consents, authorizations, registrations,
licenses and memberships necessary to own its property and to carry on its
business in the places where such properties are now owned and operated or
such business is being conducted.
(b) Subsidiaries. Media Entertainment, Inc., the issuer of the Common Stock
sold hereunder, has two subsidiary corporations: (1) Winter Entertainment,
Inc., a Delaware corporation; and (2) Missouri Cable TV Corp., a Louisiana
corporation.
(c) Options, Warrants and Rights. MEI has no outstanding options, warrants
or rights, conversion rights or other agreements for the purchase or
acquisition from MEI of any shares of its capital stock not otherwise
disclosed in Exhibit "A" attached hereto.
(d) Issuance of the Common Stock. The shares of Common Stock of MEI,
when issued and delivered in accordance with this Agreement, will be duly
and validly issued, fully paid and nonassessable, and will be free and
clear of
any liens or encumbrances and, to the knowledge of MEI, will be issued in
compliance with applicable state and federal laws.
(e) Financial Condition. MEI is a development stage company without
significant revenues and has, since inception, operated at a loss.
(f) Undisclosed or Contingent Liabilities. To the best knowledge of MEI
and to its officers and directors, MEI has no material liabilities not
reflected
in Exhibit "A", and, to the best knowledge of the officers and directors of
MEI, MEI has no contingent liabilities.
(g) Litigation. Except as described in Exhibit "A" attached hereto, MEI
is not
a party to any suit, action, proceeding, investigation or labor dispute
(collectively "actions") pending or currently threatened against it other than
administrative matters arising in the ordinary course of business and which,
if determined against MEI would result in a materially adverse effect.
(h) Compliance with Agreements. The execution and performance of this
Agreement will not result in any violation or be in conflict with any
agreement to which MEI is a party.
(i) Title to Property and Assets. MEI has good and marketable title to its
properties and assets free and clear of all mortgages, liens, security
interests
and incumbrances, except (1) as described in Exhibit "A", (2) for liens for
current taxes not yet delinquent and (3) for liens imposed by law or incurred
in the ordinary course of business.
(j) Franchises, Permits, etc. To the knowledge of MEI, it has all
franchises,
permits, licenses, orders and approvals of any federal, state, local or
foreign
government of self regulatory body (collectively, the "Permits") that are
material to or necessary for the conduct of its business.
(k) Governmental Consents. To the knowledge of MEI, no consent,
approval, order or authorization of, or registration, qualification,
designation,
declaration or filing with, any governmental authority on the part of MEI is
required in connection with the valid execution, delivery and performance of
this Agreement, except for the possible filing of a Notice under Regulation
D promulgated under the Securities Act of 1933, as amended (the "Act"), and
any filings required by applicable state securities laws, all of which
shall be
properly and timely filed by MEI.
(m) Authorization. All corporate action on the part of MEI and its
officers,
directors and shareholders necessary for the authorization, execution and
delivery of this Agreement, for the performance of MEI's obligations
hereunder and for the issuance and delivery of the Common Stock has been
taken or will be taken prior to the Closing. This Agreement, when executed
and delivered, shall constitute a legal, valid and binding obligation of MEI.
VIII. REPRESENTATIONS AND WARRANTIES OF XXXX
(a) Xxxx represents and warrants to MEI that he is under no legal disability
with respect to entering into this Agreement.
(b) Xxxx represents and warrants that it is an "accredited investor" with the
meaning of that term as used in Rule 501 of Regulation D of the Rules and
Regulations of the Securities and Exchange Commission and is capable,
through experience and financial strength, to make and understand an
investment decision leading to the purchase of the Common Stock of MEI
contemplated herein.
(c) Xxxx represents and warrants that the shares of Common Stock, are being
purchased by him solely for his own account for investment purposes only
and not for the account of any other person and not for distribution,
assignment or resale to others.
(d) Xxxx further consents to the placement of the following legend, or a
legend similar thereto, on the certificates representing shares of Common
Stock:
THESE SECURITIES, AND THE SECURITIES INTO WHICH THEY
MAY BE CONVERTED, HAVE BEEN ISSUED IN RELIANCE UPON
THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION
4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY
NOT BE TRANSFERRED WITHOUT AN OPINION OF COUNSEL
SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT
ANY SUCH PROPOSED TRANSFER IS IN ACCORDANCE WITH ALL
APPLICABLE LAWS, RULES AND REGULATIONS.
IX. MISCELLANEOUS
Survival of Covenants. Unless otherwise waived as provided herein, all
covenants agreements, representations and warranties of the parties made in
this Agreement and in the financial statements or other written information
delivered or furnished in connection therewith and herewith shall survive the
Exchange hereunder, and shall be binding upon, and inure to the benefit of,
the parties and their respective successors and assigns.
Governing Law. This Agreement shall be deemed to be a contract made
under, governed by and construed in accordance with the substantive laws of
the State of Louisiana.
Counterparts. This Agreement may be executed simultaneously in
counterparts, each of which when so executed and delivered shall be taken to
be an original; but such counterparts shall together constitute but one
and the
same documents.
Successors and Assigns. Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties
hereto.
Entire Agreement. This Agreement, the other agreements and the other
documents delivered pursuant hereto and thereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
day and year first above written.
"MEI":
MEDIA ENTERTAINMENT, INC.
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
President
"XXXX":
/s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx
