STOCK PURCHASE AGREEMENT
EXHIBIT
10.2
This
Stock Purchase Agreement (this “Agreement”) is entered into as of June 25, 2008,
by and between H. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ a.k.a. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) and Kings
Road Entertainment, Inc. (“▇▇▇▇”) and is executed pursuant to and in conjunction
with that certain Settlement Agreement and Mutual General Release (the
“Settlement Agreement”) executed concurrently herewith by and among ▇▇▇▇,
▇▇▇▇▇▇▇ and the other parties named therein.
RECITALS
A. Whereas,
▇▇▇▇▇▇▇ owns 500,000 shares of the common stock of ▇▇▇▇, as represented by
▇▇▇▇
certificates no. 3509 and 3583 representing 100,000 and 400,000 shares
respectively.
B. Whereas,
pursuant to and in conjunction with the terms of the Settlement Agreement,
▇▇▇▇▇▇▇, agrees to sell and ▇▇▇▇ agrees to buy a total of five hundred thousand
(500,000) shares of common stock of ▇▇▇▇ (the “Shares”) owned by ▇▇▇▇▇▇▇, as
provided in this Agreement.
C. Whereas,
▇▇▇▇ and in order to facilitate the Settlement between ▇▇▇▇ and ▇▇▇▇▇▇▇, as
contemplated by the Settlement Agreement, for the benefit of all shareholders
of
▇▇▇▇, has agreement to purchase the 500,000 shares of the common stock of ▇▇▇▇
owned by ▇▇▇▇▇▇▇.
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth,
the
parties to this Agreement hereby agree as follows:
AGREEMENT
1. Stock
Purchase.
(a) Purchase
Price.
Contemporaneously with the execution of this Agreement, ▇▇▇▇▇▇▇ shall convey,
transfer and sell to ▇▇▇▇, and ▇▇▇▇ shall purchase from ▇▇▇▇▇▇▇ five hundred
thousand (500,000) shares of common stock of ▇▇▇▇, for consideration of twelve
cents ($0.12) per share for a total purchase price of sixty thousand dollars
($60,000.00) (the “Purchase Price”). Payment of the Purchase Price shall be made
in the form of cash, check or wire transfer of immediately available funds
or
any combination thereof.
Deliveries
by ▇▇▇▇▇▇▇.
Contemporaneous with the execution of this Agreement, ▇▇▇▇▇▇▇ shall deliver
to
Chachas Law Group P.C., Attention ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, for processing with Computershare Trust Company (the
“Transfer Agent”), original certificates representing 500,000 shares of common
stock in ▇▇▇▇, as represented by ▇▇▇▇ certificates no. 3509 and 3583
representing 100,000 and 400,000 shares respectively, along with Irrevocable
Stock Powers with signature medallion guaranteed, such other certifications
or
documentation as required by the Transfer Agent, and an instruction letter
to
the Transfer Agent authorizing the Transfer Agent to effectuate the transfer
and
delivery of the 500,000 shares, to ▇▇▇▇.
(b) Deliveries
by ▇▇▇▇.
Contemporaneous with execution of this agreement, ▇▇▇▇ shall deliver $60,000.00
in immediately available funds to Chachas Law Group Attorney-Client Trust
account. Wire instructions are as follows:
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Bank
Name:
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US
Bank
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Address
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▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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ABA
Routing No.:
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▇▇▇▇▇▇▇▇▇
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Account
No.
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1534-▇▇▇▇▇▇▇▇
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Acct
Name:
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Chachas
Law Group - Attorney Client Trust Account
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Reference
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▇▇▇▇/
▇▇▇▇▇▇▇
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(c) Conditions
to Closing; Deliveries on Closing.
As
a
condition to the closing, the Settlement Agreement and all other documents,
agreements and instruments to be executed pursuant to this Agreement shall
have
been executed and delivered. At such time as Chachas Law Group has received
written confirmation from the Transfer Agent that the Transfer Agent has
processed and completed the transfer and delivery of 500,000 shares to ▇▇▇▇,
the
▇▇▇▇▇▇▇ Law Group shall deliver the $60,000.00 in immediately available funds
via wire transfer to an account designated by ▇▇▇▇▇▇▇.
(d) The
closing of the transactions contemplated by this Agreement (the “Closing”) on
July
15, 2008
(or at
such later date) and at such time as shall be agreed upon by the parties (the
“Closing Date”). All proceedings to be taken and all documents to be executed
and delivered by the parties at the Closing shall be deemed to have been taken
and executed simultaneously and no proceeding shall be deemed taken or any
documents executed or delivered until all have been taken and
delivered.
2. ▇▇▇▇▇▇▇’▇
Representations, Warranties, Covenants and
Acknowledgements.
(a) ▇▇▇▇▇▇▇
represents, warrants and acknowledges that as a prior officer and director
of
▇▇▇▇, ▇▇▇▇▇▇▇ is aware that ▇▇▇▇ has been engaged in conversations with various
companies and potential acquirers, potential sale or remake of films and its
film library.
(b) ▇▇▇▇▇▇▇
acknowledges that consideration to ▇▇▇▇ shareholders in any such acquisition
or
sale of ▇▇▇▇ may be in the form or combination of cash or securities of the
acquiring company.
(c) ▇▇▇▇▇▇▇
further acknowledges that the sale price for the 500,000 shares of common stock
of ▇▇▇▇ to ▇▇▇▇ has been determined based on negotiations and the terms of
this
settlement and not on actual market value of the shares.
(d) ▇▇▇▇▇▇▇
acknowledges that ▇▇▇▇▇▇▇ is not relying upon any person, firm or corporation,
in making his decision to sell the 500,000 shares to ▇▇▇▇.
(e) ▇▇▇▇▇▇▇
further acknowledges and represents that he understands that the shares of
common stock of ▇▇▇▇ could appreciate in value considerably in the near term
or
otherwise in the future and notwithstanding such possibility the ▇▇▇▇▇▇▇ desires
to enter into this Stock Purchase Agreement for the sale of the 500,000 shares
of common stock of ▇▇▇▇ to ▇▇▇▇.
(f) ▇▇▇▇▇▇▇
represents and warrants that the Shares to be conveyed, transferred and sold
hereunder shall be transferred to ▇▇▇▇ free and clear of all liens, claims,
security interests and encumbrances of any nature whatsoever.
(g) ▇▇▇▇▇▇▇
represents and warrants that other than the 500,000 shares of common stock
of
▇▇▇▇ held of record by ▇▇▇▇▇▇▇, as set forth in Recital A above, ▇▇▇▇▇▇▇ does
not own, directly or indirectly, of record or beneficially, any other shares
of
common stock of ▇▇▇▇.
(h) ▇▇▇▇▇▇▇
represents and warrants that he has the capacity to enter into this Agreement
to
consummate the sale of the Shares and to comply with the terms, conditions
and
provisions of this Agreement.
(i) ▇▇▇▇▇▇▇
represents and warrants this Agreement constitutes the valid and binding
obligations of ▇▇▇▇▇▇▇, enforceable in accordance with its terms, except as
may
be limited by bankruptcy, insolvency, reorganization, moratorium and other
similar laws and equitable principles related to or limiting creditors’ rights
generally and by the availability of equitable remedies and defenses.
(j) Neither
the execution of this Agreement by ▇▇▇▇▇▇▇ or the consummation of the sale
of
the Shares (a) will result in the breach of any term or provision of,
constitute a default under, or accelerate or change the performance otherwise
required under, any agreement (including any loan agreement or promissory note),
indenture, instrument, order, law or regulation to which ▇▇▇▇▇▇▇ is a party
or
by which ▇▇▇▇▇▇▇ is bound or (b) require the approval, consent, waiver,
authorization or act of, or the making by ▇▇▇▇▇▇▇ of, any declaration, filing
or
registration with, any third party or any governmental authority.
(k) ▇▇▇▇▇▇▇
is not a party to any stockholder agreement, voting trust agreement or any
other
similar contract, agreement, arrangement, commitment, plan or understanding
restricting or otherwise relating to the voting, dividend, ownership or transfer
of the 500,000 shares being sold and transferred to ▇▇▇▇’▇ under this
Agreement.
(l) ▇▇▇▇▇▇▇
agrees that no ▇▇▇▇, or any officer, director, shareholder, agent, or employee
of ▇▇▇▇, shall be liable to ▇▇▇▇▇▇▇ for any action heretofore or hereafter
taken
or omitted to be taken by any of them in connection with the sale of the Shares
by ▇▇▇▇▇▇▇, other than for payment of Shares as stated in Section 1(c)
above.
(m) ▇▇▇▇▇▇▇
acknowledges that he is freely and voluntarily entering into and executing
this
Agreement after having been advised to seek separate independent counsel of
▇▇▇▇▇▇▇’▇ choice for advice regarding this Agreement and any other legal rights
pertaining to this Agreement. ▇▇▇▇▇▇▇ has either been apprised of all relevant
information and legal rights by legal counsel of his own choice, or has
voluntarily chosen not to seek separate independent counsel for advice regarding
this Agreement. In executing this Agreement, other than the representations
and
undertakings set forth in the Settlement Agreement, ▇▇▇▇▇▇▇ does not rely on
any
inducements, promises, or representations made by KREN, KREN, any officer,
director, shareholder, agent, attorney or representative of ▇▇▇▇ or any other
party or person.
3. ▇▇▇▇’
Representations, Warranties and Acknowledgements.
(a) ▇▇▇▇
represents and warrants that he or it has the capacity to enter into this
Agreement to consummate the purchase of the Shares and to comply with the terms,
conditions and provisions of this Agreement.
(b) The
execution, delivery and performance of this Agreement and all other agreements,
documents and instruments contemplated by this Agreement to which a ▇▇▇▇ is
a
party and the consummation of the transactions contemplated hereby have been
duly and validly authorized by all necessary action of such entity.
(c) ▇▇▇▇
represents and warrants that this Agreement constitutes a valid and binding
obligation of ▇▇▇▇, enforceable in accordance with its terms, except as may
be
limited by bankruptcy, insolvency, reorganization, moratorium and other similar
laws and equitable principles related to or limiting creditors’ rights generally
and by the availability of equitable remedies and defenses.
(d) ▇▇▇▇
represents, warrants and acknowledges that the Shares are not registered under
the Securities Act of 1933, as amended (the “1933 Act”), on the basis that the
sale provided for in this Agreement and the issuance of securities hereunder
is
exempt from registration under the 1933 Act pursuant to
Section 4(1).
(e) ▇▇▇▇
represents, warrants and acknowledges that he is aware that there is a very
limited trading market in ▇▇▇▇ shares and that ▇▇▇▇ may not be able to resell
his shares and that the Shares may be held indefinitely.
(f) ▇▇▇▇
represents and warrants to the Company that he/it is an “accredited investor”
within the meaning of Securities and Exchange Commission Rule 501 of
Regulation D, as presently in effect and, for the purpose of
Section 25102(f) of the California Corporations Code.
(g) ▇▇▇▇
represents, warrants and acknowledges that they are aware of the financial
condition of ▇▇▇▇, ▇▇▇▇’▇ operations, as well as the risk associated with the
purchase and ownership of the Shares and that they are not relying upon ▇▇▇▇▇▇▇
or any person, firm or corporation, in making a decision to purchase the Shares
from ▇▇▇▇▇▇▇.
4. Notices.
All
notices, requests, demands and other communications under this Agreement,
including any request or demand for indemnification under paragraph 5, shall
be
in writing and shall be deemed to have been duly given on the date of service
if
served personally on the party to whom notice is to be given or within five
(5)
business days if mailed to the party to whom notice is to be given, by
first-class mail, registered, or certified, postage prepaid and properly
addressed as follows:
If
to ▇▇▇▇▇▇▇, addressed to:
H.
▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If
to ▇▇▇▇, addressed to:
Kings
Road Entertainment, Inc.
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇, President
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇, President
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
5. Successors.
This
Agreement shall be binding upon and inure to the benefit of any successor or
successors of ▇▇▇▇▇▇▇, any ▇▇▇▇ or ▇▇▇▇. Where the context permits, “▇▇▇▇” as
used in this Agreement shall include ▇▇▇▇’▇ executor, administrator or other
legal representative or the person or persons to whom ▇▇▇▇’▇ rights pass by will
or the applicable laws of descent and distribution.
6. Governing
Law.
This
Agreement is being executed and delivered, and is intended to be performed,
in
the State of California, and to the extent permitted by law, the execution,
validity, construction, and performance of this Agreement shall be construed
and
enforced in accordance with the laws of California. This Agreement shall be
deemed made and entered into in ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇ of America.
7. Counterparts;
Facsimile Signatures.
This
Settlement Agreement may be executed in one or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one
and
the same agreement. Facsimile signatures shall be sufficient for execution
of this
Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement
the day and year first above written.
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SELLER
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| /s/ H. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
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H.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, individually
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(aka
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇)
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KINGS
ROAD ENTERTAINMENT, INC.
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| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
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By:
▇▇▇▇▇▇ ▇▇▇▇▇▇
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Its:
President
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