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Executive Securities Agreement

 

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Title:

Executive Securities Agreement

Entities:

Americas Sports Voice Inc

Date:

2005

Size:

Preview shows 7KB of 51KB total

Price:

$46

ID:

#1518263

 

 

► Securities ► Miscellany ► Executive Securities Agreements

 

 

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KINGPIN HOLDINGS, LLC

 

EXECUTIVE SECURITIES AGREEMENT

 

THIS EXECUTIVE SECURITIES AGREEMENT (this ?Agreement?) is made as of February 27, 2004, by and between Kingpin Holdings, LLC, a Delaware limited liability company, (the ?Company?), and Frederick R. Hipp (the ?Executive Securityholder?). Certain capitalized terms used herein are defined in Section 6 hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Securityholders Agreement dated as of the date hereof (the ?Securityholders Agreement?) by and among the Company and certain Securityholders of the Company.

 

The parties hereto desire to enter into this Agreement for the purposes, among others, of (i) enabling the Executive Securityholder to purchase, and the Company to sell, the Executive Securities, (ii) enabling the Company to issue Options to the Executive Securityholder, (iii) assuring continuity in the management and ownership of the Company, and (iv) limiting the manner and terms by which the Options and Executive Securities may be transferred.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

 

1. Purchase and Sale of Executive Securities.

 

(a) Upon execution of this Agreement, the Executive Securityholder shall purchase, and the Company shall sell, 300,000 Common Units at a price of $10.00 per unit (collectively, the ?Executive Securities,? as further defined in Section 6 hereof). The Company shall deliver to the Executive Securityholder copies of the certificates representing such Common Units, and the Executive Securityholder shall deliver to the Company a cashier?s or certified check or wire transfer of funds in the aggregate amount of $3,000,000.

 

(b) Until the occurrence of a Sale of the Company, all certificates evidencing the Executive Securities shall be held by the Company for the benefit of the Executive Securityholder. Upon the occurrence of a Sale of the Company, the Company will return the certificates for the Executive Securities to the record holders thereof. Upon the occurrence of a Public Offering, the Company will return to the record holders thereof certificates representing the Executive Securities.

 

(c) In connection with the purchase and sale of the Executive Securities, the Executive Securityholder represents and warrants that:

 

(i) the Executive Securities to be acquired by the Executive Securityholder pursuant to this Agreement shall be acquired for the Executive


Securityholder?s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities shall not be disposed of in contravention of the Securities Act or any applicable state securities laws;

 

(ii) the Executive Securityholder is an executive officer of the Company or a subsidiary thereof, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities;

 

(iii) the Executive Securityholder is able to bear the economic risk of his or her investment in the Executive Securities for an indefinite period of time. The Executive Securityholder understands that the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available;

 

(iv) the Executive Securityholder has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Executive Securities and has had full access to such other information concerning the Company as he or she has requested; and

 

(v) this Agreement constitutes the legal, valid and binding obligation of the Executive Securityholder, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Executive Securityholder does not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Executive Securityholder is a party or any judgment, order or decree to which the Executive Securityholder is subject.


 

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