SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __________ )(1)
Urban Televison Network Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
917068 20 7
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(CUSIP Number)
Randy Moseley
Executive Vice President
18505 Highway 377 South
Cresson, Texas 76035
(817) 512-3033
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 2003
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 917068 20 7
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wright Entertainment, LLC
56-2349641
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC/OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
22,000,000
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,000,000
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.3%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 917068 20 7
________________________________________________________________________________
Item 1. Security and Issuer.
This Schedule 13D relates to 22,000,000 of the common stock shares (the
"Shares") of Urban Televison Network Corporation (the "Company").
The principal executive offices of the Company are located at 18505
Highway 377 South, Cresson, Texas 76035.
________________________________________________________________________________
Item 2. Identity and Background.
(a) The name of the Reporting Person is Wright Entertainment, LLC, a
Nevada corporation.
Schedule A hereto sets forth the name of each officer and director of
the Reporting Person.
(b) The Reporting Person's principal business address is 6320 Crosswood
Ave., Las Vegas, NV. 89108.
Schedule A hereto sets forth the business address of each officer and
director of the Reporting Person.
(c) The Reporting Person provides consulting and distribution services
to the entertainment industry.
Schedule A hereto sets forth the principal occupation or employment of
each officer and director of the Reporting Person and the name, principal
business and address of any corporation or other organization in which such
employment is conducted.
(d) - (e) During the last five years, neither the Reporting Person,
nor, to the best knowledge of the Reporting Person, any of the persons listed on
Schedule A hereto: (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws.
(f) Schedule A hereto sets forth the citizenship of each director and
officer of the Reporting Person.
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
The consideration to acquire the Shares is seven million dollars
$7,000,000) or Fifty ($0.50) Cents per share for 14,000,000 shares. The stock
sale was structured as an installment stock sale. The terms of the stock sale
are as follows: $500,000 down, the $6,500,000 balance payable on a promissory
note at $875,000 Dollars quarterly, including 6% interest on the declining
balance. The first $875,000 installment payment will be due December 31, 2003.
All of the shares have been pledged as security for the promissory note and will
be physically held by the Company. Additionally, the board of directors of the
Company authorized the payment of Four Million (4,000,000) common shares to
Reporting Person for executive management services. This compensation stock was
valued at Fifty ($0.50) Cents per share consideration.
Seven of the Company's shareholders sold Four Million (4,000,000)
common shares to Reporting Person for Two Million ($2,000,000) Dollars. The
stock sale was structured as an installment stock sale. The terms of this sale
are $100,000 down, the $1,900,000 Dollar balance payable on a promissory note at
$250,000 Dollars quarterly, including 6% interest on the declining balance. The
first installment payment will be due December 31, 2003.
In summary, Reporting Person has acquired a total of Twenty-two Million
(22,000,000) common shares of the Company's common stock, 18,000,000 directly
from the company and 4,000,000 from selling shareholders. With this purchase,
the Company's total issued and outstanding common stock has risen to 43,729,636
shares. Reporting Person has acquired a 50.3% majority interest in the Company's
common stock. These shares issued above were issued in a private transaction
pursuant to Section 4(1) and 4(2) of the Securities Act of 1933, as amended.
These shares are considered restricted securities and may not be publicly resold
unless registered for resale with appropriate governmental agencies or unless
exempt from any applicable registration requirements.
Reporting Person has given Randy Moseley an irrevocable common stock
proxy to vote all of Reporting Person's shares in the Company until Reporting
Person has satisfied its purchase obligations. Reporting Person anticipates that
its shares in the Company will be released from its pledge and voting proxy, on
a pro-rata basis, as Reporting Person makes its quarterly payments on the note.
________________________________________________________________________________
Item 4. Purpose of Transaction.
The Shares were acquired by the Reporting Person for investment
purposes.
The Board of Directors of the Company nominated Lonnie G. Wright, as
the Chairman of the Board of Directors and President, Chief Executive Officer
replacing Randy Moseley. Mr. Moseley will continue the serve the Company as a
board director, Executive Vice President and Chief Financial Officer. In
connection with Reporting Person's stock purchase, the board of directors of the
Company amended the By-Laws increasing the number of board seats. The board of
the Company nominated four new board members and officer positions. Justin Nemec
resigned his board seat creating a vacancy. Conrad Bullard was named board
director and Executive Vice President of Development and Productions. Anthony K.
Campbell was named board director and Executive Vice President of Programming.
Carl Olivieri was named board director and Executive Vice President of Marketing
and Corporate Operations. Jacob R. Miles III was named board director and
Executive Vice President of Network Operations.
Except as described herein, the Reporting Person does not have any
present plan or proposal that relates to or would result in:
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure including but not limited to, if the Company is a registered
closed-end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by section 13 of the Investment
Company Act of 1940;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions that may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
The Reporting Person owns 22,000,000 Shares of the Company. These
Shares represent 50.3% of the outstanding share capital of the Company. The
Reporting Person intends to acquire such Shares in accordance with the terms and
conditions of a purchase agreement, the form of which is attached hereto as
(Exhibit 1).
Except as otherwise set forth in this Schedule 13D, none of the
Reporting Person or, to the best of its knowledge, any of the persons named in
Schedule A, attached hereto, beneficially owns any common shares of the Company.
Except as otherwise set forth in this Schedule 13D, none of the
Reporting Person or, to the best of its knowledge, any of the persons named in
Schedule A hereto has effected any transactions in common shares of the Company
during the past 60 days.
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
As described in Item 3, the Reporting Person has entered into a
purchase agreement for the acquisition of the Shares. Transfer of the Shares is
subject to certain provisions of the purchase agreement included as an exhibit
hereto.
As described in Item 4, the board of directors and management positions
were increased and restructured.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
Exhibit No. Exhibit
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1. Subscription Agreement for Purchase of Stock between the Reporting
Person and the Company.
2. Promissory Note between Reporting Person and the Company.
3. Stock Sales Agreement between the Reporting Person and shareholders of
the Company.
4. Promissory Note between Reporting Person and shareholders of the
Company.
5. Irrevocable Common Stock Proxy between Reporting Person and the
Company.
________________________________________________________________________________
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 24, 2003 By: /s/ Lonnie G. Wright
----------------------------------------
Name: Lonnie G. Wright
Title: President/Managing Director
SCHEDULE A
INFORMATION REGARDING THE
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSON
Set forth in the table below is the name and the present office or present
principal occupation or employment of each director and executive officer of the
Reporting Person. The principal business address of Wright Entertainment, LLC
and, unless otherwise indicated, each person identified as an officer or
director of Wright Entertainment, LLC is 3980 Howard Hughes Parkway, Suite 300,
Las Vegas, NV. 89109. To the knowledge of the Reporting Person, all executive
officers and directors identified below are United States citizens.
Name Present Office/Principal
Occupation or Employment
---------------------------------------------------- --------------------------
Lonnie G. Wright.................................... Chairman of the Board and
President of the Reporting
Person
Conrad H.Bullard.................................... Director and Executive
Vice President of the
Reporting Person
Anthony K. Campbell................................. Director and Executive
Vice President of the
Reporting Person
Sherri Wright....................................... Director and Secretary of
the Reporting Person
---------------------------------------------------- --------------------------
INDEX TO EXHIBITS
Exhibit No. Exhibit
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1. Subscription Agreement for Purchase of Stock between the Reporting
Person and the Company.
2. Promissory Note between Reporting Person and the Company.
3. Stock Sales Agreement between the Reporting Person and shareholders of
the Company.
4. Promissory Note between Reporting Person and shareholders of the
Company.
5. Irrevocable Common Stock Proxy between Reporting Person and the
Company.
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Exhibit 1
SUBSCRIPTION AGREEMENT
FOR PURCHASE OF STOCK
Urban Television Network Corporation
18505 Hwy 377 South
Ft. Worth, TX 76126
Dear Sir or Madam:
It is understood that, upon the acceptance of this subscription by the
Company, the undersigned will receive an executed counterpart of this
Subscription Agreement.
1. Subscription. Subject to the terms and conditions hereof, the
undersigned hereby irrevocably offers to purchase and subscribes for and agrees
to purchase Fourteen Million (14,000,000) Shares of Urban Television Network
Corporation, a Nevada corporation, at Fifty ($0.50) Cents per Share for a total
purchase price of Seven Million ($7,000,000) Dollars, and agrees to become a
shareholder in the Company. The purchase price will be paid as follows:
(a) $500,000, as a down payment, $6,500,000 balance payable on
a promissory note at $875,000 Dollars quarterly, including Six (6%) percent
interest on the declining balance, until paid in full. The first payment will be
due on, or before December 31, 2003 with successive payments due every ninety
(90) days thereafter, until paid in full.
(b) The stock certificate evidencing the purchased shares will
be held in escrow by the Company until the promissory note is paid in full.
2. Conditions of Subscription. The undersigned understands and agrees
that:
(a) The Company will have no obligation to accept
subscriptions for Shares in the order received; and
(b) The stock certificate to be issued and delivered on
account of this subscription will only be issued in the name of, and delivered
to, the undersigned.
3. Representations and Warranties of the Undersigned. The undersigned
represents, warrants, and agrees as follows:
a. The undersigned understands that the Shares are being
offered and sold under the exemption from registration provided for in Section
1
4(2) of the Securities Act of 1933, as amended, and Section 90.530(11) of the
Nevada Revised Statutes, as amended, that it is purchasing the Shares without
being furnished any offering literature or, that this transaction has not been
scrutinized by the United States Securities and Exchange Commission or by any
administrative agency charged with the administration of the securities laws of
any state because of the private aspects of the offering, that all documents,
records, and books pertaining to this investment, have been made available to
the undersigned and its representatives, if any, and that the books and records
of the Company are and will be available upon reasonable notice for inspection
by investors during reasonable business hours at its principal place of
business. This offer to purchase securities originated with the subscriber and
the subscriber was not solicited by the company. The subscriber has reviewed the
Company's annual and quarterly periodic reports filed with the Securities and
Exchange Commission.
b. The undersigned is a corporate entity organized in the
State of Nevada and is eligible to become a certified Minority Business
Enterprise ("MBE").
c. The undersigned is an "accredited investor" as defined in
the by federal and state securities laws; and if not then the purchaser
represents that by virtue of its business and financial experience or financial
experience of its professional advisors who are unaffiliated with and who are
not compensated, to the best of its knowledge, by the issuer or any affiliate or
selling agent of the issuer, directly or indirectly, can be reasonably assumed
to have the capacity to protect its own interests in connection with this
transaction.
d. The undersigned understands and has fully considered for
purposes of this investment the associated risks and the restricted
transferability of Shares, and that (i) the Shares are a speculative investment
which involve a high degree of risk of loss by the undersigned of its investment
therein, and (ii) there are substantial restrictions on the transferability of,
and there will be no public market for the Shares, and accordingly, it may not
be possible for him or her to liquidate its investment in the Shares in case of
emergency;
e. The undersigned is able (i) to bear the economic risk of
this investment for an indefinite period, and (ii) to afford a complete loss of
the investment;
f. The undersigned, in making its investment decision to
purchase the Shares, the Subscriber has relied solely upon independent
investigations made by it and/or it's representative(s) and advisors, and the
undersigned and any such witnesses have been given the opportunity to ask
questions of, and to receive answers from, persons acting on behalf of the
Company concerning the Company and the terms and conditions of this offering,
and to obtain any additional information, to the extent such persons possess
such information or can acquire it without unreasonable effort or expense.
2
g. The Shares are being acquired by the undersigned in good
faith solely for its own personal account, for investment purposes only, and not
with a view to or for the resale, distribution, subdivision, or
fractionalization thereof; the undersigned has no contract, undertaking,
understanding, agreement, or arrangement, formal or informal, with any person to
sell, transfer, or pledge to any person the Shares, or any part thereof; the
undersigned has no present plans to enter into any such contract, undertaking,
agreement, or arrangement; and he or she understands that the legal consequences
of the foregoing representations and warranties to mean that he or she must bear
the economic risk of the investment for an indefinite period of time because the
Shares have not been registered under applicable securities laws, and,
therefore, cannot be sold unless they are subsequently registered under such
laws (which the Company is not obligated to do) or an exemption from such
registration is available;
h. The undersigned understands that the Company is relying on
the truth and accuracy of the representations, declarations, and warranties
herein made by him or her in offering the Shares for sale to him or her without
having first registered the same under the Act;
i. The undersigned consents to the placement of a legend on
the certificate for the Shares, which legend will be in form substantially as
follows:
THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 ("1933 ACT"), AS AMENDED, OR UNDER THE SECURITIES ACT
OF NEVADA, OR UNDER ANY OTHER STATE OR FOREIGN GOVERNMENT
SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION
UNDER THE 1933 ACT, THE SECURITIES ACT OF NEVADA, AND ANY
OTHER APPLICABLE STATE SECURITIES LAWS UNLESS THE COMPANY
RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND
ITS COUNSEL THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION
UNDER THE 1933 ACT, THE SECURITIES ACT OF NEVADA, OR ANY OTHER
STATE OR FOREIGN GOVERNMENT SECURITIES LAWS; AND THESE SHARES
HAVE BEEN PURCHASED PURSUANT TO THE TERMS AND CONDITIONS OF A
PROMISSORY NOTE AND WILL BE HELD IN ESCROW BY THE COMPANY
UNTIL THE NOTE IS PAID IN FULL.
j. The undersigned further consents to the placing of a stop
transfer order on the books of the Company, and with any transfer agents,
against the Shares, in accordance with the restrictions set out in the above
legend; and
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k. If the undersigned is a corporation, partnership, or other
entity, the undersigned and the individual representative of the undersigned who
is executing this Agreement each hereby represent and warrant that the purchase
of the shares of Common Stock pursuant to this Subscription Agreement has been
duly authorized by all necessary corporate, partnership, or other action; that
such individual is duly authorized to bind the undersigned to this Agreement;
and that the undersigned was not organized for the purpose of investing in the
Company.
The foregoing representations, and warranties, and undertakings are
made by the undersigned with the intent that they be relied upon in determining
its suitability as a purchaser of Shares and the undersigned hereby agrees that
such representations and warranties will survive the delivery of the certificate
for such Shares.
4. Transferability. The undersigned agrees not to transfer or assign
this Agreement, or any of his interest herein, and any such transfer will be
void.
5. Revocation. The undersigned agrees that he or she may not cancel,
terminate, or revoke this Agreement or any agreement of the undersigned made
hereunder and that this Agreement will survive the death or disability of the
undersigned and will be binding upon the undersigned's heirs, executors,
administrators, successors, and assigns.
6. No Waiver. Notwithstanding any of the representations, warranties,
acknowledgments, or agreements made herein by the undersigned, the undersigned
does not waive any right granted to him or her under federal or state securities
laws.
7. Miscellaneous
a. All notices or other communications given or made hereunder
will be sufficiently given if hand-delivered or mailed by registered or
certified mail return receipt requested, postage prepaid, to the undersigned or
to the Company at the respective addresses set forth herein, or such other
addresses as the undersigned or the Company will designate to the other by
notice in writing.
b. This Agreement will be governed by and construed in
accordance with the internal laws of the State of Texas.
c. This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and may be amended only
by a writing executed by all parties.
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d. If more than one person is signing this Agreement, each
representation, and warranty, and undertaking made herein will be a joint and
several representation, warranty, or undertaking of each person.
8. Continuing Effect of Representations and Warranties. The
representations and warranties of Paragraph 3 are true and accurate as of the
date of this Subscription Agreement and will be true and accurate as of the date
of delivery of the Funds, and will survive such delivery. If in any respect,
such representations and warranties will not be true and accurate prior to the
issuance of Shares to the undersigned, the undersigned will give immediate
written notice of such fact to the Company specifying which representations and
warranties are not true and accurate and in what respects they are not accurate.
9. Indemnification. The undersigned acknowledges that he or she
understands the meaning and legal consequences of the representations and
warranties contained in Paragraph 3 and he or she hereby agrees to defend,
indemnify, and hold harmless the Company and its officers, directors, employees,
and agents, and their successors and assigns, from and against any and all loss,
damage, liability, or expense, including without limitation attorneys' fees, due
to or arising out of the inaccuracy of any representation or acknowledgment, or
the breach of any agreement, warranty, or undertaking of the undersigned
contained in this Subscription Agreement.
10. Signatures. The "undersigned" will mean each person or entity whose
signature appears below.
I have read this Subscription Agreement and agree to be bound by its terms.
WRIGHT ENTERTAINMENT LLC
/s/ Lonnie G. Wright
------------------------
By: Lonnie G. Wright
Title: Manager
Mailing Address: 3960 Howard Hughes Pkwy. #870, Las Vegas, NV. 89109
Fed Tax I.D. #
Urban Television Network Corporation, a Nevada corporation, hereby
accepts the foregoing subscription subject to the terms and conditions hereof
this 24th day of September, 2003.
Urban Television Network Corporation
By: /s/ Randy Moseley
---------------------------------
Randy Moseley
Title: President
---------
5
Exhibit 2
PROMISSORY NOTE
$6,500,000 September 24, 2003
Ft. Worth, Texas
Wright Entertainment, Inc., a Nevada corporation, ("Undersigned") hereby
promises to pay on, or before December 31, 2005, to the order of Urban
Television Network Corporation, (the "Payee") the sum of Six Million Five
Hundred Thousand ($6,500,000) Dollars, at $875,000 Dollars quarterly, including
Six (6%) percent interest on the declining balance, until paid in full. The
first payment will be due on, or before December 31, 2003 with successive
payments due every ninety (90) days thereafter, until paid in full. This note is
secured by the pledge of 14,000,00 Urban Television Network Corporation common
shares. .
If not so paid, all principal and interest, at the option of the Holder, or its
assigns, shall become immediately due and payable.
Interest shall be computed on the basis of a 365-day year or 366-day year as
applicable, and actual days lapsed. Undersigned shall have the privilege of
prepaying the principal under this Note in whole or in part, without penalty or
premium at any time. All payments hereunder shall be applied first to interest,
then to principal, then to late charges.
Undersigned shall pay upon demand any and all expenses, including reasonable
attorney fees, incurred or paid by Holder without suit or action in attempting
to collect funds due under this Note. In the event an action is instituted to
enforce or interpret any of the terms of this Note including but not limited to
any action or participation by Undersigned in, or in connection with, a case or
proceeding under the Bankruptcy Code or any successor statute, the prevailing
party shall be entitled to recover all expenses reasonably incurred at, before
and after trial, on appeal, and on review whether or not taxable as costs,
including, without limitation, attorney fees, witness fees (expert and
otherwise), deposition costs, copying charges and other expenses.
Wright Entertainment, LLC
/s/ Lonnie G. Wright
-------------------------
By: Lonnie G. Wright
Title: President
Exhibit 3
STOCK SALE AGREEMENT
1. Introduction. This Agreement is made September 24, 2003 between
Richard Halden, Randy Moseley, Laura Moseley, Jonathan Moseley, Travis TeSelle,
Marc Pace, Stan Woods, Timothy Halden and, (collectively, Sellers) and Wright
Entertainment LLC, a Nevada corporation (Buyer).
2. Sale and Purchase of Stock. Sellers will sell to Buyer Four Million
(4,000,000) common shares of the issued and outstanding capital stock of Urban
Television Network Corporation free of all liens and encumbrances presently
owned by Sellers.
3. Purchase Price. The purchase price is Two Million ($2,000,000)
Dollars.
4. Payment of the Purchase Price. (a) $ 100,000, as a down payment,
$1,900,000 balance payable on a promissory note at $250,000 Dollars quarterly,
including Six (6%) percent interest on the declining balance, until paid in
full. The first payment will be due on, or before December 31, 2003 with
successive payments due every ninety (90) days thereafter, until paid in full.
(b) The stock certificate evidencing the purchased shares will
be held in escrow by the Company until the purchase price is paid in full.
(c) Wright Entertainment, Inc. appoints Randy Moseley as
attorney and proxy, to vote on all Urban Television Network Corporation common
stock owned by Wright Entertainment, Inc. The proxy will be irrevocable and
effective until Wright has satisfied all stock purchase obligations to Sellers.
5. Seller's Representations and Warranties. To induce Buyer to purchase
the stock, Sellers jointly and severally represent and warrant the following:
a. Stock Properly Issued. The shares have been properly issued
and are fully paid and nonassessable.
b. Shares Free of Liens or Encumbrances. Sellers' shares are
free of any liens, encumbrances, or agreements of any kind, including
stockholders' agreements or voting trusts.
6. Representations to Survive Closing. The representations and
warranties contained in Paragraphs 5 will survive the closing.
1
7. Documents to Be Delivered to Buyer. Seller will deliver to Buyer the
following:
a. Stock Certificates. One or more stock certificates
representing 4,000,000 shares of the Corporation's capital stock, endorsed for
transfer in Buyer's name. These shares are considered restricted securities and
may not be resold without registration under federal and state securities laws,
unless exempt from the registration requirements. Sellers do not warrant the
availability of any exemption from registration. No exemption may ever be
available.
8. Time and Place of Closing. The closing will take place by mutual
agreement of Buyer and Sellers.
9. Agreement Binding. This Agreement is binding upon and will inure to
the benefit of the parties' heirs, executors, administrators, representatives,
successors, and assigns.
10. Applicable Law. This Agreement will be construed in accordance with
the laws of Washington. Issues relating to the Stock Sale will be construed
according to the laws of Texas.
Seller: Buyer:
Wright Entertainment, LLC.
/s/ Lonnie G. Wright
--------------------------
Lonnie G. Wright, Manager
/s/ Richard Halden
-----------------------
Richard Halden
/s/Laura S. Moseley
-----------------------
Laura S. Moseley
/s/ Jonathan Moseley
-----------------------
Jonathan Moseley
/s/ Travis TeSelle
-----------------------
Travis TeSelle
/s/ Marc Pace
-----------------------
Marc Pace
/s/ Stan Woods
-----------------------
Stan Woods
/s/ Timothy Halden
-----------------------
Timothy Halden
/s/ Randy Moseley
-----------------------
Randy Moseley
President
Urban Television Network Corporation
a Texas corporation
Exhibit 4
PROMISSORY NOTE
$1,900,000 September 24, 2003
Ft. Worth, Texas
Wright Entertainment, Inc., a Nevada corporation, ("Undersigned") hereby
promises to pay on, or before December 31, 2005, to the order of Richard J.
Halden, et al, (the "Payee") the sum of One Million Nine Hundred Thousand
($1,900,000) Dollars, at $250,000 Dollars quarterly, including Six (6%) percent
interest on the declining balance, until paid in full. The first payment will be
due on, or before December 31, 2003 with successive payments due every ninety
(90) days thereafter, until paid in full. This note is secured by the pledge of
4,000,00 Urban Television Network Corporation common shares.
If not so paid, all principal and interest, at the option of the Holder, or its
assigns, shall become immediately due and payable.
Interest shall be computed on the basis of a 365-day year or 366-day year as
applicable, and actual days lapsed. Undersigned shall have the privilege of
prepaying the principal under this Note in whole or in part, without penalty or
premium at any time. All payments hereunder shall be applied first to interest,
then to principal, then to late charges.
Undersigned shall pay upon demand any and all expenses, including reasonable
attorney fees, incurred or paid by Holder without suit or action in attempting
to collect funds due under this Note. In the event an action is instituted to
enforce or interpret any of the terms of this Note including but not limited to
any action or participation by Undersigned in, or in connection with, a case or
proceeding under the Bankruptcy Code or any successor statute, the prevailing
party shall be entitled to recover all expenses reasonably incurred at, before
and after trial, on appeal, and on review whether or not taxable as costs,
including, without limitation, attorney fees, witness fees (expert and
otherwise), deposition costs, copying charges and other expenses.
Wright Entertainment, LLC
/s/ Lonnie G. Wright
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By: Lonnie G. Wright
Title: President
Exhibit 5
Irrevocable Common Stock Proxy
NRS 78.355(4)
1. Introduction. Wright Entertainment, LLC a Nevada corporation, is a
shareholder of Urban Television Network Corporation, a Nevada Corporation
(UTVN).
2. Appointment of Proxy. Wright Entertainment, LLC appoints Randy
Moseley, attorney and proxy, to vote on all shares of common stock owned in UTVN
by Wright Entertainment. Mr. Moseley, as proxy, is entitled to vote the number
of votes that Wright Entertainment, LLC would be entitled to vote, (less the
number of shares that Wright Entertainment has paid for in accordance with
Subscription Agreement and Stock Sales Agreement executed by Wright
Entertainment, LLC on this even date. In calculating the number of shares to be
released by this proxy the amount paid by Wright Entertainment, LLC shall be
divided by $0.50 and that result subtracted from the total shares of common
stock in UTVN owned by Wright Entertainment, LLC) if its representative were
present at the meeting. Wright Entertainment, LLC places no limitation on Mr.
Moseley's voting power or on the matters on which he may vote.
3. Effective Date of Appointment. This appointment of Randy Moseley, as
proxy shall take effect on September 24, 2003 and will remain in effect until
Wright Entertainment. LLC has satisfied all of its obligations under the Stock
Subscription Agreement and Promissory Note between Wright Entertainment, Inc.
and UTVN dated September 24, 2003. This proxy may not be revoked.
Date:
WRIGHT ENTERTAINMENT, LLC.
/s/ Lonnie G. Wright
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By: Lonnie G. Wright
Title: President
Witnessed by: /s/ Carl Olivieri
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Print Name: Carl Olivieri
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