GEC, INC.
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (hereinafter referred to as the
"Agreement") is made and entered into this 1st day of December, 1998, by and
between Empire Communications Corporation (hereinafter referred to as "Seller"
or "Empire") and Dassity, Inc. (referred to as "Buyer" or "Dassity").
WITNESSETH:
WHEREAS, Empire owns all of the outstanding, shares of stock
in GEC, Inc., a Utah corporation, (referred to as "GEC"); and
WHEREAS, Dassity desires to purchase and Empire desires to
sell all of Empire's shares of stock in GEC (said shares are hereinafter
referred to as "GEC's Shares"); and
WHEREAS, the parties desire to set forth in writing their
agreement and understanding with respect to said purchase and sale of GEC's
Shares;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and the promises, representations, warranties, and covenants of
the parties set forth below and all other good and valuable consideration the
sufficiency of which is hereby acknowledged, the parties intending to be legally
bound do hereby agree as follows:
AGREEMENT:
1. Definitions. For purposes of this Agreement, the
capitalized terms in this Agreement have the meanings stated in this Section 1:
a. "Agreement" shall mean this Stock Purchase
Agreement.
b. "GEC" shall mean GEC, Inc., an Idaho
corporation.
c. "Closing" and "Closing Date" shall have the
meaning set forth in Section 6. below.
d. "Liens" shall mean mortgages, deeds of trust,
pledges, taxes, security interests, liens,
leases, licenses, liabilities, encumbrances,
costs, charges and claims of any nature
whatsoever, direct or indirect, whether accrued,
absolute, contingent or otherwise (including
without limitation, any agreement to give any of
the foregoing).
e. "Purchase Price" shall mean the amount to be
paid to Empire for GEC's Shares as set forth
in Section 3. below.
f. "Related Party" shall mean a person described
in Section 267(b) of the Internal Revenue Code
of 1986, as amended.
2. Sale/Purchase of GEC's Shares. Seller agrees to sell
and does hereby sell, and the Buyer agrees to purchase and do hereby purchase,
GEC's Shares, free and clear of any Liens, upon the terms and conditions set
forth herein.
1
3. Purchase Price. The purchase price (the "Purchase
Price") to be paid to Seller for GEC's Shares shall be Sixteen Thousand One
Hundred Thirty-Four and 22/100 Dollars ($16,911.22). If there are any Liens
attached to or encumbering GEC's Shares at Closing, then the Purchase Price
shall be reduced by the amount of such Liens.
4. Payment of Purchase Price. The Purchase Price shall
be paid on or before December 31, 1998 in one or more cash payments. As long as
the total Purchase Price is paid prior to December 31, 1998, the unpaid portion
of the Purchase Price between the date of this Agreement and the date of payment
shall bear no interest.
5. Closing. The closing ("Closing") of the transactions
contemplated by this Agreement shall take place at 10:00 a.m. local time, on the
31st day of December, 1998 (the "Closing Date"), or on such other date to which
the parties shall agree. The place of Closing shall be at the offices of
▇▇▇▇▇▇▇▇ Capital in Utah County, Utah.
6. Empire's Obligations at Closing. At the Closing,
Empire shall deliver to Dassity the certificates for GEC's Shares duly endorsed
in blank or accompanied by a stock power duly executed in favor of Dassity,
together with a copy of resolutions approving the sale of GEC's Shares by the
Empire Board of Directors.
7. Dassity's Obligations at Closing. At or before the
Closing, Dassity shall pay to the order of Empire the full Purchase Price:
8. Representation and Warranty. Empire represents and
warrants to Dassity that Empire is unequivocally the record and beneficial owner
of all of GEC's Shares, free and clear of any liens, pledges, encumbrances,
agreements, equities, options, claims, security interests, restrictions, or
charges.
9. Paragraph and Other Headings. The paragraph and other
headings of this Agreement are for reference purposes only and shall not be
deemed to alter the meaning or intent of the language of this Agreement
exclusive of such headings.
10. Default. It is understood and agreed that time is of
the essence of this Agreement. If the Buyer shall default or fail to perform
fully and promptly any of the terms of this Agreement, this Agreement shall be
null and void.
11. Entire Agreement. This Agreement constitutes the
entire Agreement by and between the parties hereto with respect to the subject
matter hereof and supersedes all prior negotiations between these parties and
any other statement whether oral or written shall not be deemed a part of this
Agreement unless specifically incorporated herein by reference.
12. Severability. Each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement be deemed to be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
13. Governing Law. This Agreement and documents to be
executed pursuant hereto shall be construed in accordance with and governed by
the laws of the State of Utah.
14. Notices. Any notice or other communication required
or permitted hereunder shall be sufficiently given if delivered personally or
sent by registered or certified mail, postage prepaid and return receipt
requested, addressed as follows:
If to Empire:
Empire Communications Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
2
or such other address(es) as Empire may advise Dassity in writing.
If to Dassity:
Dassity, Inc.
▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
or such other address(es) as Dassity may advise Empire in writing.
15. Modifications. This Agreement may not be modified,
altered or amended in any manner unless such modification, alteration or
amendment shall be reduced to writing and executed by all parties to this
Agreement.
16. Inurement. This Agreement shall inure to the benefit
of the respective parties hereunder, devisees, personal representatives,
successors and assigns.
17. Attorney's Fees. If any party to this Agreement shall
bring suit against the other party as a result of any alleged breach or failure
by such other party to fulfill or perform any covenants or obligations under
this Agreement, in such event, the prevailing party shall, in addition to any
other relief granted or awarded by the Court, be entitled to judgment for
reasonable attorneys' fees incurred by the prevailing party by reason of such
action and all costs of suit and those incurred in preparation thereof, at both
trial and appellate levels.
18. Construction. As used in this Agreement, the
masculine, feminine or neuter gender and the singular or plural numbers shall
each be deemed to include the other whenever the context so indicates. This
Agreement shall be construed as a whole and in accordance with its fair meaning
and without regard to any presumption or other rule requiring construction
against the party preparing this Agreement or any part hereof.
19. No Waiver. The waiver by one party of the
performance of any covenant or condition hereunder shall not invalidate this
Agreement, nor shall it be considered to be a waiver by such party of any
covenant or condition hereunder. The waiver by either or both parties of the
time for performing any act hereunder shall not be deemed a waiver of any other
act or an identical act required to be performed at a later time. The exercise
of any remedy provided by law and the provisions of this Agreement for any
remedy shall not exclude other remedies unless they are expressly excluded.
IN WITNESS WHEREOF, the Parties have executed this Agreement in their
respective fiduciary capacity on the day and year first above written.
Dassity Inc.:
/s/ ▇▇▇▇▇▇ ▇▇▇▇
----------------------
▇▇▇▇▇▇ ▇▇▇▇, President
Empire Communications Corporation:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
3
