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Exhibit 10.24
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement"), by and
between THE PRODUCERS ENTERTAINMENT GROUP LTD. (the "Company"), a Delaware
corporation, and Xxxxxxx Xxxxx (the "Executive"), dated as of the 14th day of
November, 1995.
W I T N E S S E T H
WHEREAS, the Company employs the Executive and desires to
provide to the Executive the opportunity to purchase shares of the Company's
common stock, par value $.001 per share (the "Common Stock"), in consideration
of the past services rendered by the Executive, and other good and valuable
consideration as provided herein; and
WHEREAS, the Executive desires to purchase certain shares of
Common Stock from the Company;
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants herein contained, the parties agree as follows:
1. Sale And Purchase Of Common Stock. Subject to the
terms and conditions of this Agreement and the Note (as defined below), (i) the
Company hereby sells to the Executive One Hundred Thousand (100,000) shares of
Common Stock (the "Purchase Price"), (ii) and the Executive hereby purchases
such Shares from the Company for such Purchase Price. The Executive shall pay
the Purchase Price by issuing to the Company, concurrently with the execution
and delivery of this Agreement, a promissory note substantially in the form
attached as Exhibit A hereto (the "Note"), and the Executive's sole liability
to make payments to the Company under this Agreement shall be his liability
under the Note. The Shares are duly authorized, validly issued, fully paid and
nonassessable, but the Shares are subject to the terms and conditions of this
Agreement. The Company issues concurrently herewith a duly executed
certificate evidencing the Shares purchased hereunder, with the legends
provided for herein, in exchange for the delivery by the Executive of the duly
executed Note.
2. Pledge.
(a) As security for the fulfillment of his
obligations under the Note, the Executive hereby pledges, hypothecates,
assigns, transfers, sets over, delivers and grants to the Company a security
interest in (i) the Shares, (ii) all dividends, interest, cash, instruments and
other property from time to time received, receivable or otherwise distributed
in respect of or in exchange for any or all of the Shares, (iii) subject to the
provisions of Section 4 hereof, all rights and privileges of the Executive with
respect to the Shares and the other property referred to in clause (ii), and
(iv) subject to the provisions of Section 4 hereof, all proceeds of any of the
foregoing and any property of any character whatsoever into which any of the
foregoing may be converted (all items referred to in clauses (i) through (iv)
above being hereinafter collectively called the "Pledged Collateral").
TO HAVE AND TO HOLD the Pledged Collateral, together with all
rights, title, interests, powers, privileges and preferences pertaining or
incidental thereto, unto the Company, its successors and assigns, forever;
subject, however, to the terms, covenants and conditions hereinafter set forth;
and provided that such Pledged Collateral or a proportional amount thereof
(based on the ratio of the payments of principal on the Note to the total
Purchase Price) shall be released by the Company and returned to the Executive,
without representation or recourse, as the Executive shall make the payments
required to be made under the Note.
(b) The Executive hereby delivers, and agrees
promptly to deliver, to the Company any and all Pledged Collateral, and any and
all certificates or other instruments or documents
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representing any of the Pledged Collateral, which shall be in or come into the
Executive's possession during the term of this Agreement.
(c) If the Executive shall not make any payment
required to be made on the Note at the time such payment is due, the Company
may sell, assign, transfer, endorse and deliver all, from time to time, any
part of the Pledged Collateral to any third party or to the Company at a price
per Share equal to $50,000.00 or, if less than $0.50 per share, at the fair
market value of a Share as determined in good faith by the Company. The
proceeds of the sale of all or any part of the Pledged Collateral shall be
applied by the Company first to accrued interest then to the then-outstanding
principal amount of the Note. Any remaining amount from such sale shall be
paid over to the Executive.
3. Executive's Representations; Sources of Funds.
(a) The Executive represents to the Company that
he is purchasing the Shares being purchased hereunder for his own account and
not as nominee or agent for any other person and not with a view to, or for
offer or sale in connection with, any distribution thereof (within the meaning
of the Securities Act of 1933 (the "Securities Act") which would be in
violation of the securities laws of the United States of America or any state
thereof, without prejudice, however, to his rights at all times to sell or
otherwise dispose of all or any part of said Shares under an effective
registration statement under the Securities Act, or under an exemption from
such registration available under the Securities Act and subject, nevertheless,
to the disposition of his property being at all times within his control
(subject to the restrictions of this Agreement).
(b) The Executive further represents that he is
knowledgeable, sophisticated and experienced in business and financial matters;
that he fully understands the limitations on transfer described herein; that he
is able to bear the economic risks of his investment in the Shares and is
presently able to afford the complete loss of such investment; and that he has
been afforded access to information about the Company, the Company's financial
condition, results of operations, business, property, management and prospects
sufficient to enable him to evaluate his investment in the Shares.
(c) The Executive further represents that he is
an "accredited investor" as such term is defined in Rule 501(a) of Regulation D
under the Securities Act.
(d) The Purchaser will not Transfer the Shares in
violation of any federal or state securities law. For purposes of this
Agreement, "Transfer" shall mean any transfer, sale, assignment, pledge or
other disposition. If the Purchaser desires to sell or otherwise dispose of
all or any part of the Shares (other than a Transfer to the Company or a
Transfer pursuant to an effective registration statement under the Securities
Act and pursuant to registration or qualification under any applicable state
securities laws), if requested by the Company, it will deliver to the Company
an opinion of counsel, reasonably satisfactory in form and substance to the
Company, that an exemption from registration is available. The stock
certificate for the Shares shall bear an appropriate legend reflecting such
restriction.
4. Restrictions Applicable to the Shares.
(a) Unless vested earlier upon the happening of
certain events, as provided in section 4(c) hereof, the Purchaser's rights to
retain the Shares free of any rights of the Company with respect to the Shares
(other than the Company's rights to such portion of the Shares that is pledged
as security for the Note) shall vest immediately.
(b) All cash dividends payable with respect to
the Shares will be paid directly to the Purchaser at the same time that
dividends are paid with respect to all other shares of Common Stock. The
Purchaser will have the right to vote the Shares.
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(c) The Shares will be subject to the following
provisions upon a Change in Control of the Company or upon any other
termination of the Purchaser's engagement by the Company under the Production
Agreement which may occur before the Shares have vested in accordance with
Section 4(a).
(i) Change in Control. Upon a Change in Control during
the Purchaser's engagement by the company, all of the
Shares which have not vested in accordance with
Section 4(a) shall immediately vest in, and shall not
be subject to forfeiture by, the Purchaser. For
purposes of this Agreement, a Change in Control shall
have the meaning provided in the Production
Agreement.
(ii) Death or Disability. If the Executive's employment
by the Company is terminated by reason of his death
or Disability, all of the Shares which have not
previously vested in accordance with Section 4(a) or
Section 4(c)(i) shall immediately vest in, and shall
not be subject to forfeiture by, the Executive. For
purposes of this Agreement, "Disability" shall have
the meaning provided in the Employment Agreement.
(iii) Termination by the Company without Cause or by the
Executive for Good Reason or upon Retirement. If the
Company terminates the Executive's employment without
Cause or if the Executive terminates his employment
for Good Reason or upon Retirement, all of the Shares
which have not vested in accordance with Section 4(a)
or Section 4(c)(i) shall immediately vest in, and
shall not be subject to forfeiture by, the Executive.
For purposes of this Agreement, "Cause" and "Good
Reason" shall have the meanings provided in the
Employment Agreement and "Retirement" shall mean
retirement in accordance with any retirement plan or
policy of the Company.
(iv) Other Termination of Employment. If the Executive's
employment terminates before a Change in Control
shall have occurred for any reason other than death,
Disability, termination by the Company other than for
Cause or termination by the Executive for Good Reason
or upon Retirement, then the Executive shall forfeit
to the Company the Shares which have not previously
vested in accordance with Section 4(a), and the
Executive's obligation under the Note with respect to
the payment of the Purchase Price (at $0.50 per share
plus interest accrued thereon in accordance with the
terms of the Note) for the number of Shares so
forfeited shall be forgiven by the Company and the
Executive shall have no further liability under the
Note with respect to the amount so forgiven.
5. Successors.
This Agreement is personal to the Executive and, without the
prior written consent of the
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Company, shall not be assignable by the Executive otherwise than by will or the
laws of descent and distribution. This Agreement shall inure to the benefit of
and be enforceable by the Executive's legal representative. This Agreement
shall inure to the benefit of the Company and its successors.
6. Miscellaneous.
(a) Applicable Law. This Agreement shall be
governed by and construed in accordance with laws of New York, applied without
reference to principles of conflict of laws.
(b) Amendments. This Agreement may not be
amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.
(c) Notices. All notices and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered or mailed to the other party by registered or
certified mail, return receipt requested, postage prepaid, addressed as
follows:
IF TO THE EXECUTIVE:
Xxxxxxx Xxxxx
000 X. Xxxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
IF TO THE COMPANY:
The Producers Entertainment Group Ltd.
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
or to such other address as either party shall have furnished to the other in
writing in accordance herewith, except that notice of change of address shall
be effective only when actually received by the addressee.
(d) Severability. The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement.
(e) Waiver. Waiver by any party hereto of any
breach or default by any other party of any of the terms of this Agreement
shall not operate as a waiver of any other breach or default, whether similar
to or different from the breach or default waived.
(f) Entire Agreement. This Agreement constitutes
the entire agreement between the parties hereto with respect to the matters
referred to herein other than the Employment Agreement, and no other agreement,
verbal or otherwise, shall be binding as between the parties unless it is in
writing and signed by the party against whom enforcement is sought. All prior
and contemporaneous agreements and understandings between the parties with
respect to the subject matter of this Agreement other than the Employment
Agreement are superseded by this Agreement.
(g) Survival. The respective rights and
obligations of the parties hereunder shall survive any termination of this
Agreement to the extent necessary to the intended preservation of such rights
and obligations.
(h) Captions and References. The captions of
the Agreement are not part of the provisions hereof and shall have no force or
effect. References in this Agreement to a section number are
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references to sections of the Agreement unless otherwise specified.
IN WITNESS WHEREOF, the Executive has hereunto set
his hand and the Company has caused this Agreement to be duly executed in its
name on its behalf all as of the day and year first above written.
THE PRODUCERS ENTERTAINMENT
GROUP LTD.
By: ____________________________
Its: ___________________________
EXECUTIVE
XXXXXXX XXXXX
________________________________
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EXHIBIT A
PROMISSORY NOTE
$50,000.00 Los Angeles, California
November 14, 1995
FOR VALUE RECEIVED, the undersigned, XXXXXXX XXXXX (the
"Promisor"), hereby promises to pay to the order of THE PRODUCERS ENTERTAINMENT
GROUP LTD., a Delaware corporation or its successors (the "Holder"), the
principal sum of FIFTY THOUSAND DOLLARS ($50,000.00) or such lesser amount as
may then be the unpaid principal balance hereof (the "Principal Amount"),
together with interest thereon, payable by certified or official bank check or
wire transfer of immediately available funds to an account designated by the
Holder in accordance with the following schedule: twelve and one-half percent
(12-1/2%) of the Principal Amount plus all accrued but unpaid interest thereon
will be payable on April 1, 1997, twelve and one-half percent (12-1/2%) of the
Principal Amount (as calculated without regard to any prior payments thereof)
plus all accrued but unpaid interest thereon will be payable on October 1,
1998, and the balance of the Principal Amount plus all accrued but unpaid
interest thereon will be payable on October 1, 2000.
The Promisor promises to pay interest on the Principal Amount
of this promissory note (this "Note") from the date hereof until such Principal
Amount is paid in full at the fixed rate of 7% per annum compounded
semiannually, such interest payable in accordance with the foregoing schedule;
provided, however, that any Principal Amount hereof not paid when due and, to
the fullest extent permitted by applicable law, any overdue interest shall bear
interest at a rate per annum equal to 10% (after, as well as before, any
judgment), payable on demand. Interest shall be calculated on the basis of a
360-day year for the actual number of days elapsed.
This Note is issued in connection with the transaction
contemplated by the Stock Purchase Agreement, dated as of the date hereof,
between the Promisor and the Holder.
This Note shall be binding upon the Promisor and his
successors and shall inure to the benefit of the Promisor and his successors;
provided, however, that the Promisor shall be personally liable to the Holder
only with respect to twenty-five percent (25%) of the portion of the Principal
Amount which shall remain unpaid at any time, plus accrued but unpaid interest
thereon. The Promisor shall not have any personal liability to the Company
with respect to the payment of the remaining portion of the Principal Amount or
accrued but unpaid interest thereon.
The Promisor hereby waives presentment, demand, notice,
protest and all other demands and notices in connection with the delivery,
acceptance, performance or enforcement of this Note.
The provisions of this Note may be amended, modified, changed
or terminated only by an agreement in writing signed by the Promisor and the
Holder.
If at any time the indebtedness evidenced by this Note is
collected through legal proceedings or this Note is placed in the hands of
attorneys for collection, the Promisor hereby agrees to pay all costs and
expenses (including attorneys' fees) incurred by the Holder in collecting or
attempting to collect such indebtedness.
If any payment on this Note becomes due and payable on a day
other than a Business Day (as hereinafter defined), the maturity thereof shall
be extended to the immediately following Business Day and interest shall
continue to accrue during such extension. "Business Day" means any day other
than a Saturday or Sunday or any other day on which commercial banks in New
York, New York are authorized or obligated by law to close.
This Note is non-transferable except to a person or entity
that succeeds (by transfer of assets, other reorganization or otherwise) to all
or substantially all of the business of Holder.
THE PROMISOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY RIGHT HE MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR
RELATING TO THIS NOTE AND AGREES THAT ANY SUCH DISPUTES SHALL BE TRIED BEFORE
A JUDGE SITTING WITHOUT A JURY.
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THIS NOTE IS GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF CALIFORNIA WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS THEREOF.
___________________________________
XXXXXXX XXXXX
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STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement"), by and
between THE PRODUCERS ENTERTAINMENT GROUP LTD. (the "Company"), a Delaware
corporation, and XXXXXXX XXXXX (the "Executive"), dated as of the 25TH day of
JANUARY, 1996.
W I T N E S S E T H
WHEREAS, the Company employs the Executive and desires to
provide to the Executive the opportunity to purchase shares of the Company's
common stock, par value $.001 per share (the "Common Stock"), in consideration
of the past services rendered by the Executive, and other good and valuable
consideration as provided herein; and
WHEREAS, the Executive desires to purchase certain shares of
Common Stock from the Company;
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants herein contained, the parties agree as follows:
1. Sale And Purchase Of Common Stock. Subject to the
terms and conditions of this Agreement and the Note (as defined below), (i) the
Company hereby sells to the Executive One Million Four Hundred Thousand
(1,400,000) shares of Common Stock the "Shares") at a purchase price of $0.55
per share (the "Purchase Price"), (ii) and the Executive hereby purchases such
Shares from the Company for such Purchase Price. The Executive shall pay the
Purchase Price by issuing to the Company, concurrently with the execution and
delivery of this Agreement, a promissory note substantially in the form
attached as Exhibit A hereto (the "Note"), and the Executive's sole liability
to make payments to the Company under this Agreement shall be his liability
under the Note. The Shares are duly authorized, validly issued, fully paid and
nonassessable, but the Shares are subject to the terms and conditions of this
Agreement. The Company issues concurrently herewith a duly executed
certificate evidencing the Shares purchased hereunder, with the legends
provided for herein, in exchange for the delivery by the Executive of the duly
executed Note.
2. Pledge.
(a) As security for the fulfillment of his
obligations under the Note, the Executive hereby pledges, hypothecates,
assigns, transfers, sets over, delivers and grants to the Company a security
interest in (i) the Shares, (ii) all dividends, interest, cash, instruments and
other property from time to time received, receivable or otherwise distributed
in respect of or in exchange for any or all of the Shares, (iii) subject to the
provisions of Section 4 hereof, all rights and privileges of the Executive with
respect to the Shares and the other property referred to in clause (ii), and
(iv) subject to the provisions of Section 4 hereof, all proceeds of any of the
foregoing and any property of any character whatsoever into which any of the
foregoing may be converted (all items referred to in clauses (i) through (iv)
above being hereinafter collectively called the "Pledged Collateral").
TO HAVE AND TO HOLD the Pledged Collateral, together with all
rights, title, interests, powers, privileges and preferences pertaining or
incidental thereto, unto the Company, its successors and assigns, forever;
subject, however, to the terms, covenants and conditions hereinafter set forth;
and provided that such Pledged Collateral or a proportional amount thereof
(based on the ratio of the payments of principal on the Note to the total
Purchase Price) shall be released by the Company and returned to the Executive,
without representation or recourse, as the Executive shall make the payments
required to be made under the Note.
(b) The Executive hereby delivers, and agrees
promptly to deliver, to the Company any and all Pledged Collateral, and any and
all certificates or other instruments or documents
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representing any of the Pledged Collateral, which shall be in or come into the
Executive's possession during the term of this Agreement.
(c) If the Executive shall not make any payment
required to be made on the Note at the time such payment is due, the Company
may sell, assign, transfer, endorse and deliver all, from time to time, any
part of the Pledged Collateral to any third party or to the Company at a price
per Share equal to $770,000.00 or, if less than $0.55 per share, at the fair
market value of a Share as determined in good faith by the Company. The
proceeds of the sale of all or any part of the Pledged Collateral shall be
applied by the Company first to accrued interest then to the then-outstanding
principal amount of the Note. Any remaining amount from such sale shall be
paid over to the Executive.
3. Executive's Representations; Sources of Funds.
(a) The Executive represents to the Company that
he is purchasing the Shares being purchased hereunder for his own account and
not as nominee or agent for any other person and not with a view to, or for
offer or sale in connection with, any distribution thereof (within the meaning
of the Securities Act of 1933 (the "Securities Act") which would be in
violation of the securities laws of the United States of America or any state
thereof, without prejudice, however, to his rights at all times to sell or
otherwise dispose of all or any part of said Shares under an effective
registration statement under the Securities Act, or under an exemption from
such registration available under the Securities Act and subject, nevertheless,
to the disposition of his property being at all times within his control
(subject to the restrictions of this Agreement).
(b) The Executive further represents that he is
knowledgeable, sophisticated and experienced in business and financial matters;
that he fully understands the limitations on transfer described herein; that he
is able to bear the economic risks of his investment in the Shares and is
presently able to afford the complete loss of such investment; and that he has
been afforded access to information about the Company, the Company's financial
condition, results of operations, business, property, management and prospects
sufficient to enable him to evaluate his investment in the Shares.
(c) The Executive further represents that he is
an "accredited investor" as such term is defined in Rule 501(a) of Regulation D
under the Securities Act.
(d) The Purchaser will not Transfer the Shares in
violation of any federal or state securities law. For purposes of this
Agreement, "Transfer" shall mean any transfer, sale, assignment, pledge or
other disposition. If the Purchaser desires to sell or otherwise dispose of
all or any part of the Shares (other than a Transfer to the Company or a
Transfer pursuant to an effective registration statement under the Securities
Act and pursuant to registration or qualification under any applicable state
securities laws), if requested by the Company, it will deliver to the Company
an opinion of counsel, reasonably satisfactory in form and substance to the
Company, that an exemption from registration is available. The stock
certificate for the Shares shall bear an appropriate legend reflecting such
restriction.
4. Restrictions Applicable to the Shares.
(a) Unless vested earlier upon the happening of
certain events, as provided in section 4(c) hereof, the Purchaser's rights to
retain the Shares free of any rights of the Company with respect to the Shares
(other than the Company's rights to such portion of the Shares that is pledged
as security for the Note) shall vest in accordance with the following schedule
if the Purchaser is engaged to render services to the Company pursuant to the
Production Agreement between the Purchaser and Company (the "Production
Agreement") as of such date:
10
Cumulative Percentage of Shares Date of Vesting
------------------------------- ---------------
50% April 1, 1996
75% June 30, 1996
100% June 30, 1997
Until the Shares have vested, the Purchaser may not Transfer the Shares and the
stock certificate representing the Shares shall bear an appropriate legend to
that effect.
(b) All cash dividends payable with respect to
the Shares will be paid directly to the Purchaser at the same time that
dividends are paid with respect to all other shares of Common Stock. The
Purchaser will have the right to vote the Shares.
(c) The Shares will be subject to the following
provisions upon a Change in Control of the Company or upon any other
termination of the Purchaser's engagement by the Company under the Production
Agreement which may occur before the Shares have vested in accordance with
Section 4(a).
(i) Change in Control. Upon a Change in Control during
the Purchaser's engagement by the company, all of the
Shares which have not vested in accordance with
Section 4(a) shall immediately vest in, and shall not
be subject to forfeiture by, the Purchaser. For
purposes of this Agreement, a Change in Control shall
have the meaning provided in the Production
Agreement.
(ii) Death or Disability. If the Executive's employment
by the Company is terminated by reason of his death
or Disability, all of the Shares which have not
previously vested in accordance with Section 4(a) or
Section 4(c)(i) shall immediately vest in, and shall
not be subject to forfeiture by, the Executive. For
purposes of this Agreement, "Disability" shall have
the meaning provided in the Employment Agreement.
(iii) Termination by the Company without Cause or by the
Executive for Good Reason or upon Retirement. If the
Company terminates the Executive's employment without
Cause or if the Executive terminates his employment
for Good Reason or upon Retirement, all of the Shares
which have not vested in accordance with Section 4(a)
or Section 4(c)(i) shall immediately vest in, and
shall not be subject to forfeiture by, the Executive.
For purposes of this Agreement, "Cause" and "Good
Reason" shall have the meanings provided in the
Employment Agreement and "Retirement" shall mean
retirement in accordance with any retirement plan or
policy of the Company.
(iv) Other Termination of Employment. If the Executive's
employment terminates before a Change in Control
shall have occurred for any reason other than death,
Disability, termination by the Company other than for
Cause or termination by the Executive for Good Reason
or upon
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Retirement, then the Executive shall forfeit to the
Company the Shares which have not previously vested
in accordance with Section 4(a), and the Executive's
obligation under the Note with respect to the payment
of the Purchase Price (at $0.50 per share plus
interest accrued thereon in accordance with the terms
of the Note) for the number of Shares so forfeited
shall be forgiven by the Company and the Executive
shall have no further liability under the Note with
respect to the amount so forgiven.
5. Successors.
This Agreement is personal to the Executive and, without the
prior written consent of the Company, shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representative. This Agreement shall inure to the benefit of the Company and
its successors.
6. Miscellaneous.
(a) Applicable Law. This Agreement shall be
governed by and construed in accordance with laws of New York, applied without
reference to principles of conflict of laws.
(b) Amendments. This Agreement may not be
amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.
(c) Notices. All notices and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered or mailed to the other party by registered or
certified mail, return receipt requested, postage prepaid, addressed as
follows:
IF TO THE EXECUTIVE:
Xxxxxxx Xxxxx
000 X. Xxxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
IF TO THE COMPANY:
The Producers Entertainment Group Ltd.
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
or to such other address as either party shall have furnished to the other in
writing in accordance herewith, except that notice of change of address shall
be effective only when actually received by the addressee.
(d) Severability. The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement.
(e) Waiver. Waiver by any party hereto of any
breach or default by any other party of any of the terms of this Agreement
shall not operate as a waiver of any other breach or default, whether similar
to or different from the breach or default waived.
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(f) Entire Agreement. This Agreement constitutes
the entire agreement between the parties hereto with respect to the matters
referred to herein other than the Employment Agreement, and no other agreement,
verbal or otherwise, shall be binding as between the parties unless it is in
writing and signed by the party against whom enforcement is sought. All prior
and contemporaneous agreements and understandings between the parties with
respect to the subject matter of this Agreement other than the Employment
Agreement are superseded by this Agreement.
(g) Survival. The respective rights and
obligations of the parties hereunder shall survive any termination of this
Agreement to the extent necessary to the intended preservation of such rights
and obligations.
(h) Captions and References. The captions of
the Agreement are not part of the provisions hereof and shall have no force or
effect. References in this Agreement to a section number are references to
sections of the Agreement unless otherwise specified.
IN WITNESS WHEREOF, the Executive has hereunto set
his hand and the Company has caused this Agreement to be duly executed in its
name on its behalf all as of the day and year first above written.
THE PRODUCERS ENTERTAINMENT
GROUP LTD.
By: ____________________________
Its: ___________________________
EXECUTIVE
XXXXXXX XXXXX
________________________________
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EXHIBIT A
PROMISSORY NOTE
$_______________ Los Angeles, California
___________ ____, 19___
FOR VALUE RECEIVED, the undersigned, XXXXXXX XXXXX (the
"Promisor"), hereby promises to pay to the order of THE PRODUCERS ENTERTAINMENT
GROUP LTD., a Delaware corporation or its successors (the "Holder"), the
principal sum of SEVEN HUNDRED SEVENTY THOUSAND DOLLARS ($770,000.00) or such
lesser amount as may then be the unpaid principal balance hereof (the
"Principal Amount"), together with interest thereon, payable by certified or
official bank check or wire transfer of immediately available funds to an
account designated by the Holder in accordance with the following schedule:
twelve and one-half percent (12-1/2%) of the Principal Amount plus all accrued
but unpaid interest thereon will be payable on April 1, 1997, twelve and
one-half percent (12-1/2%) of the Principal Amount (as calculated without
regard to any prior payments thereof) plus all accrued but unpaid interest
thereon will be payable on October 1, 1998, and the balance of the Principal
Amount plus all accrued but unpaid interest thereon will be payable on October
1, 2000.
The Promisor promises to pay interest on the Principal Amount
of this promissory note (this "Note") from the date hereof until such Principal
Amount is paid in full at the fixed rate of 7% per annum compounded
semiannually, such interest payable in accordance with the foregoing schedule;
provided, however, that any Principal Amount hereof not paid when due and, to
the fullest extent permitted by applicable law, any overdue interest shall bear
interest at a rate per annum equal to 10% (after, as well as before, any
judgment), payable on demand. Interest shall be calculated on the basis of a
360-day year for the actual number of days elapsed.
This Note is issued in connection with the transaction
contemplated by the Stock Purchase Agreement, dated as of the date hereof,
between the Promisor and the Holder.
This Note shall be binding upon the Promisor and his
successors and shall inure to the benefit of the Promisor and his successors;
provided, however, that the Promisor shall be personally liable to the Holder
only with respect to twenty-five percent (25%) of the portion of the Principal
Amount which shall remain unpaid at any time, plus accrued but unpaid interest
thereon. The Promisor shall not have any personal liability to the Company
with respect to the payment of the remaining portion of the Principal Amount or
accrued but unpaid interest thereon.
The Promisor hereby waives presentment, demand, notice,
protest and all other demands and notices in connection with the delivery,
acceptance, performance or enforcement of this Note.
The provisions of this Note may be amended, modified, changed
or terminated only by an agreement in writing signed by the Promisor and the
Holder.
If at any time the indebtedness evidenced by this Note is
collected through legal proceedings or this Note is placed in the hands of
attorneys for collection, the Promisor hereby agrees to pay all costs and
expenses (including attorneys' fees) incurred by the Holder in collecting or
attempting to collect such indebtedness.
If any payment on this Note becomes due and payable on a day
other than a Business Day (as hereinafter defined), the maturity thereof shall
be extended to the immediately following Business Day and interest shall
continue to accrue during such extension. "Business Day" means any day other
than a Saturday or
14
Sunday or any other day on which commercial banks in New York, New York are
authorized or obligated by law to close.
This Note is non-transferable except to a person or entity
that succeeds (by transfer of assets, other reorganization or otherwise) to all
or substantially all of the business of Holder.
THE PROMISOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY RIGHT HE MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR
RELATING TO THIS NOTE AND AGREES THAT ANY SUCH DISPUTES SHALL BE TRIED BEFORE
A JUDGE SITTING WITHOUT A JURY.
THIS NOTE IS GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF CALIFORNIA WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS THEREOF.
___________________________________
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