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EXHIBIT 3
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is made as of December 29,
2000, by and between Joseph Teresi, an individual residing at 2400 Laguna Drive,
Ft. Lauderdale, FL 33316 ("Seller"), and KC Publishing, Inc., a Delaware
corporation with offices at 51 Kings Highway West, Haddonfield, NJ 08033
("Purchaser").
WITNESSETH:
WHEREAS, the Seller desires to sell and Purchaser desires to acquire shares
of stock owned by Seller, as herein described, on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, it is agreed between the parties as
follows:
1. Purchaser hereby agrees to purchase from Seller and Seller agrees to sell
to Purchaser two million (2,000,000) shares of Easyriders, Inc. (the "Company")
Common Stock (ticker symbol "EZR" and collectively referred to as the "Stock")
for a purchase price of twenty-five cents ($.25) per share, payable as of the
above referenced date (the "Closing") by delivery of a promissory note in the
form of Exhibit A, attached hereto, in principal amount of five hundred thousand
dollars ($500,000) (the "Note").
2. All certificates representing any shares of Stock purchased from Seller
under this Agreement shall have following legends set forth thereon:
(a) "The shares represented by this certificate are subject to a limited
voting proxy issued in favor of Joseph Teresi."
(b) "These securities have not been registered under the Securities Act of
1933. They may not be sold, offered for sale, pledged or hypothecated in the
absence of an effective registration statement as to the securities under said
Act or an opinion of counsel satisfactory to the corporation that such
registration is not required."
3. Until such time as the Note is either paid off in full, forgiven or
otherwise retired, Purchaser grants Seller a voting proxy on all Company matters
where the common stockholders of the Company are entitled to vote.
4. Purchaser acknowledges that it is aware that the Stock to be purchased from
Seller pursuant to this Agreement has not been registered under the Securities
Act of 1933, as amended. In this connection, Purchaser warrants and represents
to the Seller that it is acquiring the Stock for investment and not with a view
to or for sale in connection with any distribution of said Stock or with any
present intention of distributing or selling said Stock and it does not
presently have reason to anticipate any change in circumstances or any
particular occasion or event which would cause it to sell said Stock.
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5. Subject to the provisions of paragraph 3 above, Purchaser shall, during the
term of this Agreement, exercise all rights and privileges of a stockholder of
the Company with respect to the Stock held by it.
6. The parties agree to execute such further instruments and to take such
further action as may reasonably be necessary to carry out the intent of this
Agreement.
7. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery, by overnight courier
or upon deposit in the United States Post Office, by registered or certified
mail with postage and fees prepaid, addressed to the other party hereto at its
address in Subparagraph 1 or at such other address as such party may designate
by written notice to the other party hereto.
8. This Agreement shall inure to the benefit of and be binding upon Seller and
its successors and assigns. This Agreement shall inure to the benefit of and,
subject to the restrictions on transfer herein set forth, be binding upon
Purchaser and its successors and assigns.
9. This Agreement constitutes the entire agreement of the parties with respect
to the subject matter hereof.
10. This Agreement shall be governed by and construed under the laws of the
State of New York as applied to agreements between New York residents entered
into and to be performed entirely within New York.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
KC Publishing, Inc.
By:
/s/ John C. Prebich
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Name: John C. Prebich
Title: President
/s/ Joseph Teresi
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Joseph Teresi
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EXHIBIT A
PROMISSORY NOTE
$500,000 Dec. 29, 2000
1. For Value Received, the undersigned, KC Publishing, Inc. (hereinafter
referred to as "Maker"), hereby promises to pay to the order of Joseph Teresi
("Payee"), at 2400 Laguna Drive, Ft. Lauderdale, FL 33316 (or at such other
place as the holder hereof may from time to time designate in writing, the
principal sum of Five Hundred Thousand Dollars ($500,000).
2. The principal shall become payable, together with interest at a rate of
6.10% per annum, on December 31, 2001. Interest will continue to accrue on any
unpaid balance, whether principal or interest.
3. Maker shall have the right to prepay in part or in full, without penalty,
this promissory note, together with accrued interest to the date of prepayment,
on the amount of principal thus prepaid, at any time.
4. In the event of any failure to pay when due and the continuance of such
failure to pay continues for a period of 10 days after written notice of such
failure (either by certified or registered mail), this promissory note shall be
considered to be in default.
5. Except as set forth herein, Maker waives presentment, demand and
presentation for payment, notice of nonpayment and dishonor, protest and notice
of protest and expressly agrees that this promissory note or any payment
hereunder may be extended from time to time without in any way affecting the
liability of Maker.
6. The validity and construction of this promissory note and all matters
pertaining hereto are to be determined in accordance with the laws of the State
of New York.
7. In the event Seller dies, becomes disabled or is otherwise deemed
incompetent to handle his day-to-day business affairs, this promissory note and
the outstanding principle and interest accrued thereon shall be forgiven and
deemed paid in full by Maker.
IN WITNESS WHEREOF, Maker by its appropriate agents thereunto duly
authorized, has executed this promissory note on this 29th day of December,
2000.
KC Publishing, Inc.
By:
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/s/ John C. Prebich
____________________________________
Name: John C. Prebich
Title: President
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