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Series A Convertible Preferred Stock Purchase Agreement
A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
made and entered into as of January 24, 2007 between MPLC, Inc., a corporation
organized and existing under the laws of the State of Delaware (the
the purchaser listed on Schedule 1
subject to the terms and conditions set forth in this Agreement, the Company
desires to issue and sell to the Purchaser and the Purchaser desires to acquire
from the Company one (1) share of the Company's Series A Convertible
Preferred Stock, $0.10 par value per share (the "Series
A Preferred Stock"),
a Stated Value of Three Million Five Hundred Thousand dollars
share, for an aggregate purchase price of Three Million Five Hundred
CONSIDERATION of the mutual covenants contained in this Agreement, the Company
and each Purchaser agree as follows:
in this Agreement, and unless the context requires a different meaning, the
following terms have the meanings indicated:
with respect to any Person, any Person that, directly or indirectly, controls,
is controlled by or is under common control with such Person. For the purposes
of this definition, "control"
(including, with correlative meanings, the terms "controlled
common control with")
mean the possession, directly or indirectly, of the power to direct or cause
direction of the management and policies of such Person, whether through the
ownership of voting securities or by contract or otherwise.
have the meaning set forth in the introductory paragraph of this
any day except Saturday, Sunday and any day which shall be a legal holiday
day on which banking institutions in the State of New York are authorized or
required by law or other government actions to close.
the Certificate of Designation, Preferences and Rights of Series A
Convertible Preferred Stock of the Company annexed as Exhibit
have the meaning set forth in Section
have the meaning set forth in Section
have the meaning set forth in the introductory paragraph.
have the meaning set forth in Section
the Securities Exchange Act of 1934, as amended.
the date of this Agreement first written above.
Share Consideration"
have the meaning set forth in Section
an individual or a corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or political subdivision thereof) or
other entity of any kind.
shares now or hereafter authorized of the class of preferred stock, $0.10 par
value per share, of the Company.
have the meaning set forth in Section
have the meaning set forth in the introductory paragraph.
and Exchange Commission.
the Securities Act of 1933, as amended.
have the meaning set forth in the recital.
have the meaning set forth in Section
this Agreement and all exhibits and schedules hereto and all other documents,
instruments and writings required pursuant to this Agreement.
AND SALE OF CONVERTIBLE
to the terms and conditions set forth herein, the Company shall issue and sell
and the Purchaser shall purchase one (1) share of the Company's Series A
Preferred Stock (the "Shares").
Series A Preferred Stock shall have the respective rights, preferences and
privileges as set forth in the Certificate of Designation to be filed by the
Company with the Secretary of State of the State of Delaware on or before the
purchase price for each Share shall be Three Million Five Hundred
($3,500,000) (the "Per
Share Consideration").
Per Share Consideration multiplied by the number of Shares to be purchased
the Purchaser is referred to as the "Purchase
Closing of the purchase and sale of the Shares (the "Closing")
take place simultaneously with the execution and delivery of this Agreement
the Closing Date, the Purchaser shall deliver to the Company the Purchase Price
transfer with immediately available U.S. funds for the full amount of the
account number: 1011730 name of Merrill Lynch
credit to account number: 855-07785
any time and from time
to time after the Closing, the Parties shall duly execute, acknowledge and
deliver all such further assignments, conveyances, instruments and documents,
and shall take such other action consistent with the terms of this Agreement
carry out the transactions contemplated by this Agreement.
3.1 Representations,
Warranties and Agreements of the Company.
Company hereby makes the following representations and warranties to the
Purchaser, all of which shall survive the Closing:
Company is a corporation, duly incorporated, validly existing and in good
standing under the laws of the State of Delaware, with the requisite corporate
power and authority to own and use its properties and assets and to carry on
business as currently conducted. The Company has no subsidiaries. The Company
duly qualified to do business and is in good standing in each jurisdiction
which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in
standing, as the case may be, would not, individually or in the aggregate,
a material adverse effect on the results of operations, assets, prospects,
financial condition of the Company, taken as a whole.
Company has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated hereby and by each other Transaction
Document and to otherwise carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction
Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby has been duly authorized by all necessary action
on the part of the Company. Each of this Agreement and each of the other
Transaction Documents has been or will be duly executed by the Company and
delivered in accordance with the terms hereof or thereof will constitute the
valid and binding obligation of the Company enforceable against the Company