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Exhibit 10.9
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made this 1 day of October, 1998, by and between
REALM PRODUCTION & ENTERTAINMENT, INC., hereinafter referred to as, "PURCHASER"
and NORMAN TITCOMB and BRT VIDEO, INC., hereinafter referred to as, "SELLER" and
"CORPORATION", respectively.
WITNESSETH:
WHEREAS, Seller is the owner of Five Thousand (5,000) shares of the
outstanding stock of that certain Florida Corporation known as, BRT VIDEO, INC.,
hereinafter referred to as, "CORPORATION", and;
WHEREAS, SELLER is willing to sell and PURCHASER is willing to purchase
EIGHTY PERCENT (80%) of the outstanding shares or a total of FOUR THOUSAND
SHARES (4,000) of the stock of the CORPORATION in exchange for FIFTY THOUSAND
(50,000) SHARES of the stock in REALM, a publicly traded corporation,
NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration, the mutual promises herein contained and
other good and valuable consideration, the parties hereto agree as follows:
1. Seller agrees to sell to Purchaser, and Purchaser agrees to purchase
from Seller, for the sum of FIFTY Thousand shares in REALM, Eight Hundred (800)
Shares of the stock of BRT VIDEO, INC., said exchange of stock to be consummated
at closing.
2. REALM shall transfer evidence of FIFTY THOUSAND (50,000) shares of
stock to NORMAN TITCOMB simultaneously with the issuance of a stock certificate
for FOUR THOUSAND (4,000) shares of stock in BRT VIDEO, INC. to purchaser.
3. The Corporation or Seller, at the request of Purchaser, shall
execute and deliver to Purchaser all such further assignments, endorsements, and
other documents as Purchaser may reasonably request in order to perfect the sale
of said stock to Purchaser.
4. The Corporation and Seller represent and warrant as follows:
A. That the business being purchased herein is operated in
accordance with the Laws of the State of Florida; and that all rules and
regulations pertaining to the business assets, have been complied with.
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B. The corporation has a total of Five Thousand (5,000)
authorized capital stock, of which Five Thousand (5,000) are issued and
outstanding, the ownership of which is as follows:
NORMAN TITCOMB -- 5,000 Shares
C. That the CORPORATION is a Florida Corporation, active and
in good standing through and including the date hereof.
D. That Seller has good title to the stock as described
herein, free and clear of all encumbrances, liens and claims whatsoever, with
full right and authority to sell and deliver the same pursuant to the terms of
this Agreement, and upon delivery and payment for the stock, as herein provided,
Purchaser and/or his assigns, will receive good and marketable title to the
stock, free and clear of all liens and claims whatsoever.
E. The warranties and representations as set out herein, shall
survive the closing.
5. Both REALM PRODUCTION & ENTERTAINMENT, INC. and BRT VIDEO, INC.
acknowledge the only fees specifically related to this transaction are as
follows:
A. JACK DRURY $15,000 and 1,500 Restricted Common Shares of
REALM.
B. MIKE GREENE 2,000 Restricted Common Shares of REALM.
C. JOHN W. CASE, 1,000 Restricted Common Shares of REALM.
6. It is agreed between the parties that this Agreement may be altered
or modified only by an Agreement in writing, signed by all parties.
7. This Agreement shall be binding and shall inure to the benefit of
the parties and their equal representatives, successors and assigns.
8. This Agreement may only be consigned with the prior written consent
of both parties; such consent not to be unreasonably withheld and shall be
binding upon any and all such Assignees.
PLEASE NOTE: ALL STOCK ISSUED BY REALM, INCLUDING THE 50,000 COMMON
SHARES ISSUED TO NORMAN TITCOMB, HAS A RESTRICTIVE LEGEND AS FOLLOWS AND CANNOT
BE SOLD, TRANSFERRED OR HYPOTHECATED UNTIL MARCH 31, 2001:
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"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND SAID SHARES CANNOT BE
SOLD, TRANSFERRED, DISPOSED OF, PLEDGED OR HYPOTHECATED IN ANY MANNER
WHATSOEVER UNLESS REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR, IF IN THE OPINION OF COMPANY COUNSEL, AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS IS, IN FACT, APPLICABLE TO SAID SHARES."
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals the day and year first above written.
WITNESSES:
/s/ /s/
------------------------------- ---------------------------------------
REALM PRODUCTION & ENTERTAINMENT, INC.,
Purchaser
/s/
-------------------------------
As to Purchaser
/s/ /s/ NORMAN TITCOMB
------------------------------- ---------------------------------------
NORMAN TITCOMB, Seller
/s/
-------------------------------
As to Seller
/s/ BRT VIDEO, INC.
------------------------------- a Florida Corporation
/s/ By: /s/ NORMAN TITCOMB
------------------------------- ------------------------------------
As to Corporation Norman Titcomb, President
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REALM PRODUCTION AND ENTERTAINMENT
March 4, 1999
James Purpuro
BRT Video, Inc.
4950 W. Prospect Road
Fort Lauderdale, Florida 33309
RE: Potential Conversion of BRT shares to REALM shares
Dear James,
Realm Production & Entertainment, Inc. is offering an exchange of common shares
to all BRT Video, Inc. shareholders. Pursuant to the Stock Purchase Agreement
between REALM PRODUCTION & ENTERTAINMENT, INC. (REALM) and BRT VIDEO, INC.
(BRT), dated October 1, 1998, the original purchase of 80% of the outstanding
BRT shares in exchange for 50,000 shares of REALM, represents 625 shares of
REALM for each percentage point of BRT equity. REALM's conversion offering, as
stated herein, proposes 125% of the original 625 shares of REALM for each
percentage point of BRT equity; i.e. 781.25 shares(1) of REALM for each
percentage point of BRT equity.
Your current BRT equity of 7.5% and the proposed conversion is calculated as
follows:
50,000 shares of REALM for 80% of BRT = 625 shares of REALM per BRT equity
point.
125% of 625 shares = 718.25 shares(1) of REALM per BRT equity point.
7.5 BRT equity points (7.5%) x 781.25 shares(1) of REALM = 5,859 shares(1) of
REALM.
Time is of the essence. If you wish to convert your current BRT shares to REALM
shares(1), please execute this document where indicated and return to REALM no
later than Noon, March 12, 1999.
NOTE:(1) All stock issued by REALM, including 5,859 Common Shares issued herein,
has a restrictive legend as follows and cannot be sold, transferred or
hypothecated until March 31, 2001:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and said shares cannot be
sold, transferred, disposed of, pledged or hypothecated in any manner
whatsoever unless registered with the Security and Exchange
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Commission, or, if in the opinion of Company Counsel, an exemption from
the registration requirements is, in fact, applicable to said shares."
Sincerely,
/s/ Steven Adelstein
--------------------
Steven Adelstein
President
Realm Production & Entertainment, Inc.
AGREED TO AND ACCEPTED BY:
cc: Norman Titcomb /s/ James Purpuro
Realm Members of the Board of Directors ----------------------
James Purpuro 3-11-99
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