{"id":43678,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-gsv-inc-and-the-magellan-group-llc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-gsv-inc-and-the-magellan-group-llc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-gsv-inc-and-the-magellan-group-llc.html","title":{"rendered":"Stock Purchase Agreement &#8211; GSV Inc. and The Magellan Group LLC."},"content":{"rendered":"<pre>\n                            STOCK PURCHASE AGREEMENT\n\nSTOCK PURCHASE AGREEMENT (the \"Agreement\") dated August 14, 2000, by and among\nGSV, INC. (formerly known as CyberShop International, Inc.), a Delaware\ncorporation (the \"Seller\"), and THE MAGELLAN GROUP, LLC, a Connecticut limited\nliability corporation (the \"Purchaser\"), IAN S. PHILLIPS (\"Phillips\") and HOWARD\nJ. KUNTZ III (\"Kuntz,\" together with Phillips, the \"Stockholders,\" and each\nindividually a \"Stockholder\").\n\n                              W I T N E S S E T H :\n\n      WHEREAS, pursuant to an Agreement and Plan of Merger (the \"Merger\nAgreement\") dated as of June 1, 1999, MG Acquisition Corporation (the\n\"Company\"), a Delaware corporation and a wholly owned subsidiary of the Seller,\nacquired all of the assets and stock of The Magellan Group, Inc. (\"MGI\") through\na merger of MGI into the Company, the registered trademark \"Tools for Living\"\nwas licensed to the Seller and the Company (the \"Trademark License\"), and the\nbusiness formerly conducted by MGI continued to be operated by the Company from\nand after June 1, 1999;\n\n      WHEREAS, in connection with the Merger Agreement, employment agreements\nwere entered into between the Company and each of Messrs. Phillips and Kuntz\n(the \"Employment Agreements\") which were guaranteed by the Seller (the\n\"Guarantees,\" together with the Merger Agreement, the Employment Agreements and\nthe Trademark License, the \"Merger Documents\"); and\n\n      WHEREAS, the Seller desires to sell and Phillips and Kuntz desire to\npurchase via the Purchaser all of the issued and outstanding capital stock of\nthe Company and to terminate the Merger Documents and the Guarantees in exchange\nfor the consideration as further described herein;\n\n      NOW, THEREFORE, in consideration of the mutual covenants and agreements\nset forth in this Agreement, and for other good and valuable consideration, the\nreceipt and sufficiency of which are hereby acknowledged, the parties do hereby\nagree as follows:\n\n                                    ARTICLE I\n\n                                 SALE OF SHARES\n\n\n                                       3\n\n\n      Section 1.1 Sale of Shares. Subject to the terms and conditions herein\nstated, the Seller hereby sells, assigns, transfers and delivers to the\nPurchaser, and the Purchaser hereby purchases from the Seller, 100 shares of\ncapital stock without par value of the Company (the \"Purchased Shares\"),\nrepresenting all of the issued and outstanding shares of capital stock of the\nCompany. All certificates representing the Purchased Shares shall be duly\nassigned by the Seller in favor of the Purchaser in form and substance\nsatisfactory to the Purchaser free and clear of all \"Liens\" (as defined in\nSection 3.3).\n\n      Section 1.2 Closing. The Closing under this Agreement (the \"Closing\") is\ntaking place on the date hereof at 10:00 A.M. at the offices of Davis &amp; Gilbert\nLLP, counsel to the Seller, or such other date and place as agreed by the\nparties hereto. The execution date is herein referred to as the \"Closing Date.\"\nThe transactions contemplated by this Agreement shall be effective as of the\nClosing Date.\n\n                                   ARTICLE II\n\n                                 PURCHASE PRICE\n\n      Section 2.1 Purchase Price. In full consideration for the purchase by the\nPurchaser of the Purchased Shares, the termination of the Merger Documents, the\nexchange of General Releases, the Seller's covenants in Articles IV, and the\nSeller's and the Executive's covenants in Article X, the Purchaser shall pay the\npurchase price (the \"Purchase Price\") to the Seller consisting of (i) 895,775\nshares of common stock, par value $0.001 per share of the Seller (the \"GSV\nStock\") registered in the names of the Stockholders which represents all but\n10,000 shares each of GSV Stock owned beneficially or of record by the\nStockholders, (ii) the execution and delivery of the General Releases of it and\neach Stockholder in the form of Exhibit C, and (iii) the assumption of all of\nthe liabilities of the Company.\n\n      Section 2.2 Payment of the Purchase Price. Payment of the Purchase Price\nshall be made by delivery to the Seller of the GSV Stock certificates, free and\nclear of all Liens duly assigned to the Seller in form and substance\nsatisfactory to the Seller against receipt of the wire transfer of funds as\nprovided in Section 2.3.\n\n      Section 2.3 Payment by the Seller. At the Closing, Seller will pay an\naggregate of $450,000.00 to the Company by a wire transfer of immediately\navailable funds (a) of $300,000.00 to the Purchaser's account # 2000021496031,\nFirst Union Bank, ABA # 021101108 (the \"Payment), and (b) of $150,000.00 to an\nEscrow Account established pursuant to the Escrow Agreement dated of even date\nherewith among the Seller, the Purchaser and Feltman, Karesh, Major &amp; Farbman,\nall of which funds shall be used exclusively to pay existing third party\ncreditors of the Company other than the Stockholders, as set forth on Schedule\n2.3. Subject to Section 3.4(a), the Seller shall have no liability to any unpaid\ncreditor of the Company including the Stockholders for any obligation incurred\nby the Company either before or following the Closing. If from and after July\n24, 2000 the Seller has withdrawn any funds from the accounts of the Company for\npayments other than for payroll obligations to employees of the Company engaged\nin Rowayton, Connecticut (the \"Employee Payments\") and for payments authorized\nin writing by either Stockholder (the \"Authorized Payments\")(the\n\"Non-\n\n\n                                       5\n\n\nContemplated Withdrawals\"), the $450,000.00 payment shall be increased by the\namount of the Non-Contemplated Withdrawals.\n\n      Section 2.4 Indemnification of the Seller. As provided in Section 9.2, the\nPurchaser shall indemnify and hold harmless the Seller and its officers,\ndirectors, employees, agents, subsidiaries and affiliates from any and all\nclaims of third party creditors of the Company asserted against the Seller and\nits officers, directors, employees, agents, subsidiaries and affiliates.\n\n      Section 2.5 Transfer of Cybershop, LLC Ownership Interests. The Purchaser\nand the Stockholders acknowledge and agree that at or before the Closing the\nCompany shall transfer to the Seller all of the ownership interests in\nCybershop, LLC free and clear of all Liens (as defined in Section 3.3) by an\nAssignment and Assumption Agreement substantially in the form of Exhibit A.\n\n      Section 2.6 Assumption of Liabilities. The Purchaser assumes all of the\nliabilities and obligations of the Company, subject to Section 9.2.\n\n                                   ARTICLE III\n\n                          REPRESENTATIONS OF THE SELLER\n\n      The Seller represents, warrants and agrees to and with the Purchaser and\nthe Stockholders as follows:\n\n      Section 3.1 Existence and Good Standing. The Seller is duly organized,\nvalidly existing and in good standing under the laws of Delaware with the full\ncorporate power and authority to own its property and to carry on its business,\nall as and in the places where such properties are now owned or operated or such\nbusiness is now being conducted.\n\n      Section 3.2 Execution and Validity. The Seller has the full power and\nauthority to make, execute, deliver and perform this Agreement and the\ntransactions contemplated hereby. The execution and delivery of this Agreement\nby the Seller and the consummation of the transactions contemplated hereby have\nbeen duly authorized by all required corporate action by the Seller and this\nAgreement has been duly and validly executed and delivered by the Seller and,\nassuming due authorization, execution and delivery by the Purchaser and the\nStockholders, constitutes a legal, valid and binding obligation of the Seller,\nenforceable against the Seller in accordance with its terms.\n\n      Section 3.3 Capitalization of the Company; Ownership of Shares.\n\n            (a) The Company's authorized capital stock consists of 1,500 shares\nof common stock without par value of which 100 shares are issued and\noutstanding. All of the issued shares of common stock have been duly authorized\nand are validly issued and outstanding, are fully paid and nonassessable, free\nof preemptive rights, with no personal liability attaching to the ownership\nthereof, and such ownership is free and clear of all mortgages, liens, security\ninterests, \n\n\n                                       6\n\n\nencumbrances, claims, options, charges and restrictions of any kind or character\n(collectively, \"Liens\").\n\n            (b) The Seller owns 100 shares of common stock of the Company on the\ndate hereof and is the true and lawful owner of, and has good and marketable\ntitle to the Purchased Shares to be sold by it.\n\n            (c) The stock ledger of the Company is complete and correct.\n\n      Section 3.4 Operation of the Company. In the operation of the Company from\nand after June 1, 1999 to the date hereof, the Seller has:\n\n            (a) incurred no liabilities of any kind for which the Purchaser or\nthe Company will be liable, other than those (i) incurred by Seller in the\nordinary course of business, (ii) as to which neither Stockholder had actual\nknowledge, (iii) as to which either Stockholder did not object, or (iv) Employee\nPayments. Any liabilities other than those enumerated in subsections (i) through\n(iv) inclusive shall be deemed \"Contingent Liabilities.\"\n\n            (b) paid or caused to be paid in full with respect to the Company\nall federal, state and local sales, withholding and personal property taxes when\ndue and filed all tax returns therefor and provided copies thereof to the\nPurchaser;\n\n            (c) not granted or permitted any Lien against the assets of the\nCompany including the trademark \"TOOLS FOR LIVING\" or the goodwill associated\ntherewith; and\n\n            (d) not agreed in writing or otherwise to take any action\ncontemplated by subsection (c).\n\n      Section 3.5 No Restrictions. The Seller is not subject to, or a party to,\nany mortgage, lien, lease, license, permit, agreement, contract, instrument,\nlaw, rule, ordinance, regulation, order, judgment or decree, or any other\nrestriction of any kind or character, and there is no suit, action, claim,\ninvestigation or inquiry by any administrative agency or governmental body, and\nno legal, administrative or arbitration proceeding pending or, to the knowledge\nof the Seller, threatened against it or any of its properties or assets that\nwould prevent consummation of the transactions contemplated by this Agreement\nand compliance by them with this Agreement.\n\n      Section 3.6 Approvals and Consents. No consent or approval of, other\naction by, or notice to, any governmental body or agency, or any third person is\nrequired for the execution and delivery by the Seller of this Agreement and the\nconsummation by the Seller of the transactions contemplated hereby.\n\n                                   ARTICLE IV\n\n                             COVENANTS OF THE SELLER\n\n\n                                       7\n\n\n      Section 4.1 Directors and Officers Liability Insurance and\nIndemnification. Seller covenants and agrees that with respect to the Seller's\ndirectors and officers liability insurance and indemnification rights under its\ndocuments of organization, the Stockholders shall be provided with the same\nrights and procedures with respect thereto after the Closing as have been\nprovided to the Seller's other Directors and officers.\n\n      Section 4.2 Discontinuance of Trademark Use. Anything in the Trademark\nLicense to the contrary notwithstanding which Trademark License is terminated\nconcurrently with the execution of this Agreement, Seller hereby acknowledges\nand confirms:\n\n      (a) Except as may otherwise be required by any law, by the requirements of\nany tax or securities filing, or otherwise approved in writing by the Purchaser,\nSeller has ceased any and all uses of and references to the trademark \"TOOLS FOR\nLIVING\" (the \"Trademark\"), including without limitation any use on Seller's web\nsite, in Seller's advertising and marketing materials.\n\n      (b) Seller irrevocably and unconditionally waives any interest it may have\nin and to the trademark \"TOOLS FOR LIVING and the goodwill associated therewith.\n\n      4.3 Notice of Certain Events. Seller shall deliver written notice to the\nPurchaser promptly following Seller's receipt of notice of the commencement of\nany material action, suit or claim against either the Seller, the Executives,\nthe Stockholder, the Company or the Company's assets that directly involves the\nStockholders, the Company, the Purchaser or any of their assets.\n\n                                    ARTICLE V\n\n              REPRESENTATIONS OF THE PURCHASER AND THE STOCKHOLDERS\n\n      The Purchaser and each Stockholder, jointly and severally except as to\nSection 5.3, represents, warrants and agrees to and with the Seller as follows:\n\n      Section 5.1 Existence and Good Standing. The Purchaser is duly organized,\nvalidly existing and in good standing under the laws of Connecticut, with full\npower and authority as a limited liability company to own its property and to\ncarry on its business all as and in the places where such properties are now\nowned or operated or such business is now being conducted.\n\n      Section 5.2 Execution and Validity. The Purchaser has the full power and\nauthority as a limited liability company to make, execute, deliver and perform\nthis Agreement and the transactions contemplated hereby. The execution and\ndelivery of this Agreement by the Purchaser and the consummation of the\ntransactions contemplated hereby have been duly authorized by all required\naction by the Purchaser and this Agreement has been duly and validly executed\nand delivered by the Seller and assuming due authorization, execution and\ndelivery by the Purchaser constitutes a legal, valid and binding obligation of\nthe Purchaser, enforceable against it in accordance with its terms.\n\n\n                                       8\n\n\n      Section 5.3 Ownership. Each Stockholder severally represents that he is\nthe sole true and lawful owner and has good and marketable title to of the GSV\nStock to be transferred by him to the Seller, and such ownership is free and\nclear of all Liens.\n\n      Section 5.4 No Restrictions. Neither the Purchaser nor either Stockholder\nis subject to, or a party to, any charter, by-law, mortgage, lien, lease,\nlicense, permit, agreement, contract, instrument, law, rule, ordinance,\nregulation, order, judgment or decree, or any other restriction of any kind or\ncharacter, and there is no suit, action, claim, investigation or inquiry by any\nadministrative agency or governmental body, and no legal, administrative or\narbitration proceeding pending or, to the knowledge of the Purchaser or either\nStockholder, threatened against it or him or any of its or his properties or\nassets, which would prevent consummation of the transactions contemplated by\nthis Agreement and compliance by it or him with this Agreement.\n\n      Section 5.5 Approvals and Consents. No consent or approval of, other\naction by, or notice to, any governmental body or agency, or any third person is\nrequired for the execution and delivery by the Purchaser of this Agreement and\nthe consummation by the Purchaser or either Stockholder of the transactions\ncontemplated hereby.\n\n                                   ARTICLE VI\n\n                    COVENANTS OF THE PURCHASER AND THE SELLER\n\n      Section 6.1 Purchaser Cooperation. The Purchaser covenants and agrees that\nfollowing the Closing, upon receipt of written notice from the Seller, it shall\ncooperate fully with the Seller at reasonable times in providing the Seller such\ninformation, except with respect to the Purchaser's operations from and after\nthe Closing Date, as is reasonably required by the requesting party or its\nrepresentatives for the preparation of tax returns and financial reports or in\nconnection with the reasonable requirements of the Seller in the normal course\nof its business .\n\n      Section 6.2 Seller Cooperation. The Seller covenants and agrees that\nfollowing the Closing, upon receipt of written notice from the Purchaser, it\nshall cooperate fully with the Purchaser at reasonable times in providing the\nPurchaser such information, except with respect to the Seller's operations from\nand after the Closing Date, as is reasonably required by the requesting party or\nits representatives for the preparation of tax returns and financial reports or\nin connection with the reasonable requirements of the Purchaser in the normal\ncourse of its business.\n\n\n                                       9\n\n\n                                   ARTICLE VII\n\n                        ACTIONS AT CLOSING BY THE SELLER\n\n      Simultaneously herewith:\n\n      Section 7.1 Charter Documents. The Seller delivered to the Purchaser all\norganizational documents of the Company including any modifications thereto, the\nminute book and resignations of all Directors and officers other than those of\nthe Stockholders.\n\n      Section 7.2 Bank Accounts of the Company. The Seller will execute and\ndeliver authorization forms in favor of the Purchaser with respect to all bank\naccounts in the name of the Company.\n\n      Section 7.3 Surrender of Certificates. The Seller will deliver to the\nPurchaser certificate(s) representing all of the Purchased Shares duly endorsed\nin favor of the Purchaser, together with the stock ledger of the Company, and\nsuch other documents and instruments, if any, as may reasonably be necessary to\npermit the Purchaser to acquire the Purchased Shares free and clear of any and\nall Liens or voting restrictions of any kind whatsoever.\n\n      Section 7.4 Release. The Seller shall give the Purchaser and the\nStockholders a general release in the form of Exhibit B hereto.\n\n      Section 7.5 Assignment of Rights to Company's Name. Seller shall deliver\nto the Purchaser an assignment of all of the Seller's right, title and interest\nin and to the name \"The Magellan Group,\" substantially in the form and to the\neffect of Exhibit C hereto.\n\n      Section 7.7 Other Actions. The Seller shall have caused the adoption of\nresolutions by its Board of Directors authorizing the transfer of the shares of\nthe Company to the Purchaser to have taken place.\n\n      Section 7.8 Proceedings. All proceedings required to be taken for the\ntransactions contemplated by this Agreement and all documents incident thereto\nwere reasonably satisfactory in form and substance to the Purchaser and the\nStockholders and their counsel, and the Purchaser and the Stockholders shall\nhave received copies of all the documents and other evidence as they or their\ncounsel reasonably requested to establish the consummation of such transactions\nand the taking of all proceedings in connection therewith.\n\n\n                                       10\n\n\n                                  ARTICLE VIII\n\n            ACTIONS AT CLOSING BY THE PURCHASER AND THE STOCKHOLDERS\n\n      Simultaneously herewith:\n\n      Section 8.1 Exchange of GSV Shares. (a) At the Closing Phillips shall\ndeliver stock certificate CS 0418 for 56,500 shares of common stock of the\nSeller and Kuntz shall deliver stock certificate number CS 0437 for 39,275\nshares of common stock, to the Seller. The Seller agrees to promptly forward the\nsaid certificates to Seller's transfer agent with instructions to issue a\ncertificate for 10,000 shares of common stock of the Seller to each of Messrs.\nPhillips and Kuntz. The certificates, when issued, shall be delivered to the\nEscrow Agent referred to in Section 8.1(b).\n\n            (b). Upon execution of the Stock Purchase Agreement, the\nStockholders will deliver Certificate CS 0395 for 413,500 shares and Certificate\nCS 0420 for 406,500 shares of GSV, Inc., respectively (the \"Escrowed Shares\") to\nthe Escrow Agent. The Escrowed Shares shall be distributed in accordance with\nthe following procedure: The Seller will notify the Stockholders and the Escrow\nAgent in writing when the Seller has received from the Transfer Agent one\ncertificate for 10,000 shares of Seller registered in the name of each\nStockholder (the \"Replacement Certificates\"). Each of the Stockholders (or their\nduly designated agents) shall advise the Escrow Agent of the date and time it is\navailable to pick up the Replacement Certificates. Upon such delivery of the\nReplacement Certificates, the Escrow Agent shall release the Escrowed Shares to\nthe Seller.\n\n      Section 8.2 Releases.\n\n            (a) The Stockholders shall give the Seller and its officers,\ndirectors, employees, agents, subsidiaries and affiliates a general release in\nthe form of Exhibit C, which shall include the Merger Agreement, the Trademark\nLicense, the Guarantees and their respective Employment Agreements including\nwithout limitation each Stockholder's right to receive any health, life\ninsurance, stock option and 401 (k) benefit thereunder.\n\n            (b) The Purchaser shall give the Seller and its officers, directors,\nemployees, agents, subsidiaries and affiliates a general release in the form and\nto the effect of Exhibit D.\n\n      Section 8.3 Resignations. Phillips shall have delivered to the Seller his\nresignation as a Director of the Seller effective as of the Closing Date.\n\n      Section 8.4 Resolutions. The Purchaser shall have adopted resolutions\nauthorizing the purchase of the shares of the Company.\n\n      Section 8.5 Proceedings. All proceedings required to be taken for the\ntransactions contemplated by this Agreement and all documents incident thereto\nwere reasonably satisfactory in form and substance to the Seller and its\ncounsel, and the Seller shall have received copies of all \n\n\n                                       11\n\n\nsuch documents and other evidences as it or its counsel reasonably requested to\nestablish the consummation of such transactions and the taking of all\nproceedings in connection therewith.\n\n                                   ARTICLE IX\n\n                               SURVIVAL; INDEMNITY\n\n      Section 9.1 Survival. Each party hereto shall have the right to rely fully\nupon the representations, warranties, covenants and agreements of the other\nparties contained in this Agreement and the Schedules, if any, furnished by any\nother party pursuant to this Agreement, or in any certificate delivered at the\nClosing by any other party except as modified herein to the contrary in respect\nof (i) the Stockholders' several, not joint, liability and (ii) the Executives'\nobligations. The respective representations, warranties, covenants and\nagreements of the Seller and the Purchaser contained in this Agreement shall\nsurvive the Closing.\n\n      Section 9.2 Obligation of the Purchaser and Stockholders to Indemnify. The\nPurchaser agrees to indemnify the Seller and its officers and directors\n(individually a \"Seller Indemnified Party\" and collectively, the \"Seller\nIndemnified Parties\") against, and to protect, save and hold harmless the Seller\nIndemnified Parties from, and assume liability for, payments of all liabilities,\nobligations, losses, damages, penalties, claims, actions, suits, judgments,\nsettlements, out-of-pocket costs, expenses and disbursements (including\nreasonable costs of investigation, and reasonable attorneys', accountants' and\nexpert witnesses' fees) of whatever kind and nature (collectively, \"Losses\"),\nthat may be imposed on or incurred by any Seller Indemnified Party as a\nconsequence of or in connection with (i) any material inaccuracy or material\nbreach of any representation or warranty contained in Article V hereof or (ii)\nany material breach of or failure by the Purchaser or either Stockholder to\ncomply with or perform any agreement or covenant contained in this Agreement,\nand (iii) the operation of the Company through the Closing Date except for\nContingent Liabilities incurred by the Seller. The term \"Losses\" as used herein\nis not limited to matters asserted by third parties against a Seller Indemnified\nParty, but includes Losses incurred or sustained by a Seller Indemnified Party\nin the absence of third party claims but, in all events, Losses shall exclude\nany liability for special or consequential damages and any Losses arising out of\nclass action suits against the Seller and\/or Executives, and investigations,\nclaim, suits or proceedings by the SEC or any comparable administrative agency\nbut only to the extent that the same are not based on any material written\nbusiness or financial information provided to the Seller and\/or Executives by\nthe Company or either Stockholder.\n\n      Section 9.3 Obligation of the Seller to Indemnify. The Seller agrees to\nindemnify the Stockholders, the Purchaser, the Company and the Purchaser's\nofficers and directors (individually, a \"Purchaser Indemnified Party\" and\ncollectively, the \"Purchaser Indemnified Parties\") against, and to protect, save\nand keep them harmless from, and assume liability for, any and all Losses that\nmay be imposed on or incurred by the Purchaser, Stockholders or the Company as a\nconsequence of or in connection with (i) any material inaccuracy or material\nbreach of any representation or warranty contained in Article III hereof or (ii)\nany material breach of or failure by the Seller to comply with or perform any\nagreement or covenant by the Seller contained in this\n\n\n                                       12\n\n\nAgreement and as required by its policies of Directors and officers liability\ninsurance and charter and By-law provisions respecting indemnity.\n\n      Section 9.4 Indemnification Procedures.\n\n      9.4.1 Notice of Asserted Liability. The Indemnified Party shall promptly\ngive notice (the \"Claims Notice\") to the party or parties required to pay any\namount in respect of Losses under Sections 9.2 or 9.3 (collectively, the\n\"Indemnifying Party\") of any demand, claim or circumstances that in good faith\nit or he believes gives rise, or with the lapse of time would or might give rise\nto a claim or the commencement (or threatened commencement) of any action,\nproceeding or investigation that may result in any Losses (an \"Asserted\nLiability\"). The Claims Notice shall describe the Asserted Liability in\nreasonable detail, shall indicate the amount (estimated, if necessary, and to\nthe extent feasible) of the Losses that have been or may be suffered by an\nIndemnified Party.\n\n      9.4.2 Defense of Asserted Liability. If the facts giving rise to the claim\nfor indemnification shall involve any actual or threatened claim or demand by\nany third party against any Indemnified Party or by any Indemnified Party\nagainst any third party (a \"Third Party Claim\"), the Indemnified Party shall\nhave the right but not the obligation to defend or prosecute such Third Party\nClaim through counsel of its own choosing, and the reasonable costs and expenses\nincurred by the Indemnified Parties shall be indemnifiable Losses subject to the\nprovisions of this Article IX.\n\n      9.4.3 Cooperation. The Indemnified Party shall be entitled to participate\nin the defense or prosecution of any such claim, demand or litigation at its own\nexpense and through counsel of its own choosing, but control thereof shall\nremain with the Indemnifying Party.\n\n                                    ARTICLE X\n\n                       CONFIDENTIALITY AND NON-COMPETITION\n\n      Section 10.1 Confidentiality.\n\n      Section 10.1.1 Seller and the Executives. Seller which solely for the\npurposes of this Article X shall include Messrs. Jeffrey Tauber and Kevin Miller\n(collectively, the \"Executives\"), each of whom shall execute this Agreement\nsolely as to this Article X, acknowledges that all knowledge and information\nabout the Company that has become known to any of them through the Seller's\nownership of the Company is information that the Purchaser considers proprietary\nand confidential (the \"Confidential Information\").\n\n      10.1.2 Purchaser, Company and the Stockholders. The Purchaser, Company and\neach of the Stockholders acknowledges that all knowledge and information about\nthe Seller that has become known to any of them through the Seller's ownership\nof the Company and, as to the Stockholders, Phillips' service as a Director of\nthe Seller and Phillips' and Kuntz's service as officers of the Company, is\ninformation that the Seller considers Confidential Information.\n\n      10.1.3 Confidential Information Defined. For the purposes of this Article\nX, Confidential Information shall include without limitation, financial data,\nproduct information, \n\n\n                                       13\n\n\nmedia placement and advertiser resources, information of a business nature such\nas client\/purchaser development, customer lists and profiles, fulfillment\ntechniques, pricing policies, sources of product, business, marketing and\ninvestment plans and strategies, the terms of contracts with product sources and\nmanufacturers, print and internet media, web site design, content and supporting\nsoftware and hardware in whatever form. Confidential Information shall not\ninclude information (i) previously known by a party, (ii) disclosed to a party\nby a third party not under an obligation of confidence to the party about whom\nthe information is disclosed, and (iii) becomes available to the public other\nthan by a breach of this Article X.\n\n      10.1.4 Material Adverse Effect. Seller, each Executive, the Company, the\nPurchaser and each Stockholder acknowledges that the disclosure of Confidential\nInformation would have a material adverse effect on the Company and the Seller,\nrespectively, and each of them covenants not to disclose, or to permit it or his\nagents or employees to disclose any Confidential Information to any third\nparties except to the extent required by any provision hereof, by any judicial\norder, by the requirements of any tax or securities filing, or otherwise\napproved in writing by the other party.\n\n      Section 10.2 Non Competition.\n\n      10.2.1 The Purchaser, Company and Stockholders. The Purchaser, the Company\nand each Stockholder covenants and agrees with the Seller that it and he will\nnot, for twelve (12) months after the Closing Date, in any manner, directly or\nindirectly, (i) induce or attempt to influence any present employee of the\nSeller to leave the Seller's employ, (ii) engage in North America in any\nbusiness in which the Seller was engaged, and (iii) manage or operate any\nbusiness that engages in direct competitive activity in any product category in\nwhich the Seller engages as of the Closing date and for the preceding twelve\n(12) months.\n\n      10.2.2 The Seller and the Executives. The Seller and each Executive\ncovenants and agrees with the Purchaser that it and he will not, for twelve (12)\nmonths after the Closing Date, in any manner, directly or indirectly, (i) induce\nor attempt to influence any present employee of the Company to leave the\nCompany's employ, (ii) engage in North America in any business in which the\nCompany was engaged, and (iii) manage or operate any business that engages in\ndirect competitive activity in any product category in which the Company engages\nas of the Closing date and for the preceding twelve (12) months.\n\n                                   ARTICLE XI\n\n                                  MISCELLANEOUS\n\n      Section 11.1 Expenses. The parties hereto shall pay all of their own\nexpenses relating to the transactions contemplated by this Agreement, including,\nwithout limitation, the fees and expenses of their respective counsel and\nfinancial advisers.\n\n      Section 11.2 Governing Law. The interpretation and construction of this\nAgreement, and all matters relating hereto, shall be governed by the laws of New\nYork without reference to its conflict of laws provisions.\n\n\n                                       14\n\n\n      Section 11.3 Captions. The Article and Section captions used herein are\nfor reference purposes only, and shall not in any way affect the meaning or\ninterpretation of this Agreement.\n\n      Section 11.4 Press Release. Subject to the provisions of the next\nsentence, no party to this Agreement shall issue any press release relating to\nthis Agreement or the matters contained herein without first having given the\nother parties a reasonable opportunity to comment thereon which comments shall\nbe made promptly and in any event, no later than the end of the next business\nday following the business day on which the release was received. Approval of\nany press release shall not be unreasonably withheld. The foregoing provision\nshall not apply to the extent that the Seller is required to make any\nannouncement relating to or arising out of this Agreement by virtue of the\nfederal securities laws of the United States or the rules and regulations\npromulgated thereunder or other rules of the National Association of Securities\nDealers, Inc., or any announcement by any party under any law or regulations.\n\n      Section 11.5 Notices. Unless otherwise provided herein, any notice,\nrequest, instruction or other document to be given hereunder by any party to any\nother party shall be in writing and shall be deemed to have been given (a) upon\npersonal delivery, if delivered by hand, (b) five days after the date of deposit\nin the mails, postage prepaid, if mailed by certified or registered mail, or (c)\nthe next business day if sent by facsimile transmission (if receipt is\nelectronically confirmed) or by a prepaid overnight courier service, and in each\ncase at the respective addresses or numbers set forth below or such other\naddress or number as such party may have fixed by notice:\n\n      If to the Seller, addressed to:\n\n               GSV, Inc.\n               116 Newark Avenue\n               Jersey City, NJ 07302\n               Attention: Jeffrey S. Tauber\n               Fax:  (212) 234-5052\n\n                      with a copy to:\n\n               Davis &amp; Gilbert LLP\n               1740 Broadway\n               New York, New York 10019\n               Attention: Walter M. Epstein, Esq.\n               Fax: (212) 468-4888\n\n        If to the Purchaser or to the Stockholders to:\n\n               Ian S. Phillips\n               c\/o The Magellan Group, LLC\n               137 Rowayton Avenue\n               Rowayton, CT 06583\n               Fax: (203) 831-9147\n\n                      and\n\n\n                                       15\n\n\n               Howard J. Kuntz III\n               c\/o The Magellan Group, LLC\n               137 Rowayton Avenue\n               Rowayton, CT 06583\n               Fax: (203) 831-9147\n\n                      with a copy to:\n\n               Feltman Karesh Major &amp; Farbman LLP\n               Carnegie Towers\n               152 West 57th Street\n               New York, NY 10019\n               Attention: Stephen H. Gross, Esq.\n               Fax: (212) 586-0951\n\n      Section 11.6 Parties in Interest. This Agreement may not be transferred,\nassigned, pledged or hypothecated by any party hereto, other than by operation\nof law. This Agreement shall be binding upon and shall inure to the benefit of\nthe parties hereto and their respective heirs, executors, administrators,\nsuccessors and assigns.\n\n      Section 11.7 Severability. If any provision of this Agreement is found to\nbe void and unenforceable by a court of competent jurisdiction, the remaining\nprovisions of this Agreement shall nevertheless be binding upon the parties with\nthe same effect as though the void or unenforceable part had been severed and\ndeleted.\n\n      Section 11.8 Counterparts. This Agreement may be executed in two or more\ncounterparts, all of which taken together shall constitute one instrument.\n\n      Section 11.9 Entire Agreement. This Agreement, including the other\ndocuments referred to herein and the Exhibits and Schedules, if any, hereto\nwhich form a part hereof, contains the entire understanding of the parties on\nthe subject matter contained herein and therein. This Agreement supersedes all\nprior agreements and understandings among the parties on the subject matter.\n\n      Section 11.10 Amendments. This Agreement may not be amended, supplemented\nor modified orally, but only by an agreement in writing signed by the Purchaser\nand the Seller.\n\n      Section 11.11 Third Party Beneficiaries. Each party intends that this\nAgreement shall not benefit or create any right or cause of action in or on\nbehalf of any person other than the parties hereto and their respective\nsuccessors and assigns as permitted under Section 11.6.\n\n\n                                       16\n\n\n      Section 11.12 Further Assurances. Each party agrees to execute and deliver\nto each other party such other and further documentation and take such other and\nfurther action as the other party may reasonably request periodically to\nimplement the transactions contemplated herein.\n\n\n                                       17\n\n\n      IN WITNESS WHEREOF, the parties hereto have executed this Agreement, on\nthe day and year first above written.\n\n                             GSV, INC.\n\n                             By:  \/S\/ Jeffrey S. Tauber\n                                  ---------------------\n                                  Name:  Jeffrey S. Tauber\n                                  Title: Chief ExecutiveOfficer\n\n\n                             THE MAGELLAN GROUP, LLC\n\n                             By:  \/s\/ Ian S. Phillips\n                                  ---------------------\n                                  Name: Ian S. Phillips\n                                  Title: Co-Chief Executive Officer\n\n\n                            \/s\/ Ian S. Phillips\n                            -------------------------------\n                            Ian S. Phillips, individually\n\n\n                            \/s\/ Howard  J. Kuntz III\n                            -------------------------------\n                            Howard J. Kuntz III, individually\n\n\n                            AS TO ARTICLE X ONLY:\n\n\n                            \/s\/ Jeffrey S. Tauber\n                            -------------------------------\n                            Jeffrey S. Tauber, individually\n\n\n                            \/s\/ Kevin Miller\n                            -------------------------------\n                            Kevin Miller, individually\n\n\n                                       18\n\n\n--------------------------------------------------------------------------------\n\n                            STOCK PURCHASE AGREEMENT\n\n                                  by and among\n\n                                    GSV, INC.\n\n                                       and\n\n                            THE MAGELLAN GROUP, LLC,\n\n                                 IAN S. PHILLIPS\n\n                                       and\n\n                               HOWARD J. KUNTZ III\n\n--------------------------------------------------------------------------------\n\n                           Dated as of August 14, 2000\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7700],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9627],"class_list":["post-43678","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gsv-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43678","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43678"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43678"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43678"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43678"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}