BAY AREA MULTIMEDIA, INC. STOCK PURCHASE AGREEMENT THIS AGREEMENT is made and entered into effective as of October 9, 1999, by and between Bay Area Multimedia, Inc., a California corporation (the "CORPORATION"), and Raymond C. Musci, an individual (the "PURCHASER"). THE PARTIES AGREE AS FOLLOWS: I. Sale of Stock. The CORPORATION hereby agrees to sell to the PURCHASER and the PURCHASER hereby agrees to purchase an aggregate of 633,892 shares of the CORPORATION's Common Stock (the "SHARES"), at the price of $.001 per share (the "PURCHASE PRICE"), for an aggregate purchase price of $633.89 payable by transfer of the assets set forth on EXHIBIT A of the 351 Exchange Agreement by and between CORPORATION and PURCHASER of even date herewith (the "ASSETS"). II. Closing. Upon execution of this AGREEMENT, the PURCHASER shall deliver the ASSETS to the CORPORATION, and the CORPORATION shall deliver a duly issued stock certificate for the SHARES to the PURCHASER. III. Investment Representations; Restrictions on Transfer. The PURCHASER represents and warrants to the CORPORATION that: a. The PURCHASER is aware of the CORPORATION's business affairs and financial condition and has acquired sufficient information about the CORPORATION to reach an informed and knowledgeable decision to acquire the SHARES. The PURCHASER has received all information from the CORPORATION which the PURCHASER has requested and deems relevant to an evaluation of the risks and merits of this investment. The PURCHASER has such knowledge and experience in financial and business matters that the PURCHASER is capable of evaluating the merits and risks of investment in the SHARES. The PURCHASER is purchasing the SHARES for investment for the PURCHASER's own account only and not with a view to, or for resale in connection with, any "distribution" within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"). b. The PURCHASER understands that an investment in the CORPORATION is speculative, that any possible benefits from the investment are uncertain, and that the PURCHASER must bear the economic risks of the investment in the CORPORATION for an indefinite period of time. The PURCHASER is able to bear these economic risks and to hold the SHARES for an indefinite period of time. c. The PURCHASER acknowledges and understands that the SHARES constitute "restricted securities" under the SECURITIES ACT and must be held indefinitely <PAGE> 2 unless they are subsequently registered under the SECURITIES ACT or an exemption from such registration is available. The PURCHASER further acknowledges and understands that the CORPORATION is under no obligation to register the SHARES. The PURCHASER understands that the certificate evidencing the SHARES will be imprinted with a legend which prohibits the transfer of the SHARES unless they are registered or such registration is not required in the opinion of counsel satisfactory to the CORPORATION. d. The PURCHASER is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the SECURITIES ACT, which, in substance, permit limited public resale of "restricted securities" acquired in a non-public offering, subject to the satisfaction of certain conditions. The PURCHASER understands that the CORPORATION may not be satisfying, and is not obligated to satisfy, any requirement of Rule 144 at such time as the PURCHASER might wish to sell any of the SHARES, and, if so, the PURCHASER might be precluded from selling any of the SHARES under Rule 144. e. The PURCHASER is a resident of the state of California. IV. Legend. The share certificate evidencing the SHARES issued hereunder shall be endorsed with the following legend (in addition to any legends required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. V. General Provisions. 1. Governing Law/Entire Agreement. This AGREEMENT shall be governed by the laws of the State of California. This AGREEMENT represents the entire agreement between the parties with respect to the purchase of Common Stock by the PURCHASER and may only be modified or amended in a writing signed by both parties. 2. Notices. Any notice, demand or request required or permitted to be given by either the CORPORATION or the PURCHASER pursuant to the terms of this AGREEMENT shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this AGREEMENT or such other address as a party may request by notifying the other in writing. 3. Attorneys' Fees. Should any litigation be commenced between the parties concerning the rights or obligations of the parties under this AGREEMENT, the party prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its attorneys' fees in such litigation, This amount shall be determined by the court in such litigation or in a separate action brought for that purpose. <PAGE> 3 4. Post Judgment. In addition to any amount received as attorneys' fees, the prevailing party or parties also shall be entitled to receive from the party or parties held to be liable, an amount equal to the attorneys' fees and costs incurred in enforcing any judgement against such party or parties. This Section is severable from the other provisions of this AGREEMENT and survives any judgment and is not deemed merged into any judgment. 5. Severability. In case any provision of this AGREEMENT shall be invalid, illegal or unenforceable, such provision shall be modified to the minimum extent necessary to make such provision enforceable, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. <PAGE> 4 IN WITNESS WHEREOF, the parties have duly executed this AGREEMENT effective as of the date first set forth above. CORPORATION: Bay Area Multimedia, Inc. 20760 Monte Sunset Drive San Jose, CA 95120 By: /s/ RAYMOND C. MUSCI ------------------------------------ Raymond C. Musci, President PURCHASER: /s/ RAYMOND C. MUSCI ---------------------------------------- Raymond C. Musci 20760 Monte Sunset Drive San Jose, CA 95120 <PAGE> 5 SPOUSAL CONSENT The undersigned certifies as follows: 1. I am the spouse of Raymond C. Musci. 2. I have received, read and approved the provisions of the foregoing Stock Purchase Agreement between the CORPORATION and my spouse, to which this CONSENT is attached. 3. I agree to be bound by and accept the provisions of the Stock Purchase Agreement, as it may be amended from time to time insofar as those provisions may affect any interest I may have in the CORPORATION, whether the interest is community property or otherwise. I further agree that amendment of the Stock Purchase Agreement shall not require my consent. 4. My spouse shall have full power of management of the shares purchased pursuant to this Stock Purchase Agreement, including any portion of those interests that are our community property; and my spouse has the full right, without my further approval, to exercise my spouse's voting rights as a shareholder in the CORPORATION, and to sell, transfer, encumber, and deal in any manner with such shares. Executed effective as of October 9, 1999. /s/ LAURIE MUSCI --------------------------------- Signature of spouse Laurie Musci --------------------------------- Printed name
Source: OneCLE Business Contracts.