PREFERRED STOCK PURCHASE AGREEMENT

        This Preferred Stock Purchase Agreement (this "Agreement") is made and entered into on March 5, 2001 by and among On Command Corporation, a Delaware corporation (the "Company"), and Ascent Entertainment Group, Inc., a Delaware corporation ("Buyer").

        WHEREAS, the Company desires to issue and sell, and Buyer desires to buy shares of a newly designated series of the Company's Preferred Stock, par value $0.01 per share, subject to the terms and conditions set forth herein; and

        NOW, THEREFORE, for and in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

        1.    Purchase and Sale.    

        1.1.    Sale of Purchased Shares.    At the Closing, upon the terms and conditions contained herein, the Company shall issue, sell and deliver to Buyer 15,000 shares (the "Purchased Shares") of the Company's Cumulative Redeemable Preferred Stock, Series B, par value $.01 per share (the "Series B Preferred Shares"). Such issuance, sale and delivery shall be effected by the delivery to Buyer at the Closing of (i) the certificate or certificates representing the Purchased Shares, issued in the name of Buyer or its designee and (ii) such other documents or instruments which may be necessary, or which Buyer may reasonably request, in order to effectively vest in Buyer good and marketable title to the Purchased Shares, free and clear of all Liens and Restrictions other than Permitted Restrictions.

        1.2.    Purchase of Purchased Shares.    At the Closing, upon the terms and conditions set forth in this Agreement, Buyer shall purchase all, but not less than all, of the Purchased Shares for a total purchase price (the "Purchase Price") equal to Fifteen Million Dollars ($15,000,000). The Purchase Price shall be paid by wire transfer of immediately available funds to an account designated by the Company in writing.

        1.3.    Closing.    The closing of the purchase and sale of the Purchased Shares (the "Closing") shall be held at the offices of Buyer, 9197 South Peoria Street, Englewood, Colorado 80112, or at such other place as the parties may agree, at 1:00 p.m., local time, on March 5, 2001, or at such other date and time as the parties may agree. (The date on which the Closing occurs is referred to as the "Closing Date").

        2.    Representations and Warranties of the Company.    The Company represents and warrants to Buyer as follows:

        2.1.    Authority.    (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to conduct its business as now being conducted and to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company.

        (b)  The Certificate of Designations establishing the rights and preferences of the Series B Preferred Shares (the "Certificate of Designations") has been approved by the Company's Board of Directors in accordance with the Company's Amended and Restated Certificate of Incorporation and Delaware law and, prior to the Closing will have been duly filed and become effective under Delaware law.

        2.2.    Issuance of Shares.    The Purchased Shares, upon issuance and delivery against payment therefor in accordance with the terms and conditions of this Agreement will be duly authorized, validly issued, fully paid and non-assessable, will possess all of the rights, privileges and preferences provided therefor in the Certificate of Designations, will be free of all Liens and Restrictions other than Permitted Restrictions, and will not be issued in violation of any preemptive rights.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC