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# **EXHIBIT 10.15**

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# **STOCK PURCHASE AGREEMENT**

 

This STOCKPURCHASE AGREEMENT (this “Agreement”) is made and entered into effectiveas of July 8, 2004 by and between Phillip T. Levin (the “Seller”) andZomax, Inc., a Minnesota corporation (the “Company”).

 

**RECITALS:**

 

A.**          **TheSeller is obligated with respect certain margin account obligations identifiedin the Dain Rauscher Schedule attached hereto (the “Dain Rauscher Loan”).

 

B.            The Seller owns the number of sharesof the Company’s common stock (the “Shares”) held in an account as setforth in the Dain Rauscher Schedule attached hereto.

 

C.            TheSeller is obligated with respect to a loan identified in the Associated BankSchedule attached hereto (the “Associated Bank Loan” and together withthe Dain Rauscher Loan, the “Loans”).

 

D.            The Seller desires to sell certainof the Shares to the Company, and the Company desires to purchase certain ofthe Shares from the Seller, on the terms and conditions set forth in thisAgreement.

 

**AGREEMENT:**

 

In considerationof the premises and the respective covenants of the Seller and the Company inthis Agreement, and other good and valuable consideration, the receipt andadequacy of which are acknowledged, the Seller and the Company agree asfollows:

 

1.             Purchase and Sale of Shares.  The Seller agrees to sell to the Company, andthe Company agrees to purchase (the “Purchase”) all of the Seller’sright, title and interest in 415,000 Shares (the “Purchased Shares”), onthe terms and subject to the conditions set forth in this Agreement.

 

2.             Purchase Price; Manner ofPayment.  Subject to Section 3, thepurchase price per share to be paid by the Company to the Seller for thePurchased Shares shall be $3.42; such amount to be payable in cash asfollows:  (a) approximately $826,271 bywire transfer to the holder of the Dain Rauscher Loan; (b) $471,698.20 by wiretransfer to the holder of the Associated Bank Loan; (c) $115,305.49 to beretained by the Company in respect of and in regard to the payment in full ofan account payable by RNR, Inc. (a company owned by Seller) to the Company; and(d) the balance by wire transfer to Dain Rauscher to be deposited into Seller’sstock account.

 

3.             Post-Closing Pricing Adjustment.  Two disclosure events may affect the Company’sfuture stock price: (i) the disclosure of the Company’s financial performancefor calendar quarter ending June 30, 2004, and (ii) the disclosure of asettlement between the Company (and/or certain of its executives) and the SEC,or of the commencement by the SEC of an enforcement action against the Companyand/or certain of its executives (collectively, the

 

 

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“DisclosureEvents”).  If, during the period fromthe date hereof until September 30, 2004, the Disclosure Events occur, and theaverage reported closing price for the regular trading hours of the Company’scommon stock for the five business days following the occurrence of the laterto occur of the two Disclosure Events (the “Post-Disclosure Average Price”)is less than $3.25, then the Seller will pay to the Company an amount in cashequal to $3.42 minus the Post-Disclosure Average Price multiplied by415,000 (the “Post-Closing Price Adjustment”).  At the Company’s option, the Seller may paythe Post-Closing Price Adjustment by transferring to the Company a number ofshares of the Company’s common stock equal to the quotient obtained by dividingthe Post-Closing Price Adjustment by the Post-Disclosure Average Price orpaying cash.  The shares will bedelivered or cash shall be paid within 10 business days following the later occurrenceof the two disclosure events.

 

4.             Representations and Warrantiesof the Seller.  The Seller representsand warrants to the Company that the following representations are true andshall be true as of the Closing Date: (a) the Seller is the sole record ownerof the Purchased Shares;  (b) thePurchased Shares will be transferred to the Company upon the Closing free andclear of any liens, encumbrances, pledges, options, charges or otherrestrictions of any kind or nature;  (c)the Seller has full power, capacity and authority to transfer, assign anddeliver the Purchased Shares to the Company; (d) this Agreement has been duly executed and delivered by the Sellerand constitutes the valid and binding obligation of the Seller, enforceable inaccordance with its terms;  (e) thetransfer, assignment and delivery of the Purchased Shares will not result inthe breach of the terms, conditions or obligations of any agreement to whichthe Seller is a party or the Purchased Shares are subject;  (f) all of the information set forth on theDain Rauscher Schedule and the Associated Bank Schedule is true, correct andcomplete; and (g) the Seller agrees that Fredrikson & Byron is representingthe Company only and that he has obtained, to the extent the Seller deems necessaryand appropriate, specific professional advice with respect to the sale of thePurchased Shares.

 

                5.             Closing. The closing of the Purchase (the “Closing”) shall be deemed to occur atsuch time as the Company pays the purchase price for the Purchased Shares asprovided herein.

 

6.             Resignation.  Effective immediately, the Seller herebyresigns as a member of the Board of Directors of the Company.

 

7.             Negative Covenant RegardingMargin Collateral.  The Seller willnot directly or indirectly use any shares of the Company’s capital stock tosecure any indebtedness in connection with any margin account for a period ofsix months after closing.

 

                8.             Payoff, Lien Release &Certificate Delivery Logistics.  TheSeller and the Company agree to cause all necessary actions to be taken inconnection with the Loans, the Shares, any transfer agent of the Company, orany other party related to any of the foregoing to (a) cause the holders ofeach of the Loans to provide payoff and lien release information and assuranceto the Company, (b) to immediately use all of the purchase price for thePurchased Shares to pay all of the Seller’s obligations with respect to theLoans, and (c) cause one or more certificates (or other medium acceptable tothe Company) evidencing (or otherwise representing) all of the Purchased Sharesto be delivered to the Company.

 

 

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9.             Closing Conditions.  The obligations of the Company to consummatethe transactions described in this Agreement shall be conditioned upon thefollowing:  (a) the representations andwarranties of Seller hereunder shall be true and correct;  (b) the Company shall have obtained allcorporate approvals it deems appropriate in its sole discretion;  (c)  theCompany shall have received assurance in form and substance acceptable to itfrom the holders of each of the Loans that upon payment of a specific amountidentified to the Company by each such holder, any security interest suchholder may have in such Shares will be terminated; (d) the Company shall havereceived assurance acceptable to it in its sole discretion that upon payment ofthe purchase price for the Purchased Shares, it will promptly receive one ormore certificates (or other medium acceptable to the Company) evidencing (orotherwise representing) all of the Purchased Shares.

 

                10.           Indemnification. The Seller agrees to indemnify the Company with respect to, and hold theCompany harmless from, any out-of-pocket loss, liability or expense (including,but not limited to, reasonable legal fees) which the Company may directly orindirectly incur or suffer by reason of, or which results from, arises out ofor is based upon (i) the inaccuracy of any representation or warranty made bythe Seller in this Agreement, or (ii) the failure of the Seller to complywith any of his covenants under this Agreement.

 

11.           Termination of Agreement.  This Agreement may beterminated, and the transactions contemplated by this Agreement may beabandoned, at any time before the Closing as follows:  (a) by mutual written consent of the Sellerand the Company;  (b) by either partyupon written notice thereof to the other party if: (i) any material litigationor governmental proceedings arising out of, related to, or based on thisAgreement or the purchase and sale contemplated hereby shall have beeninstituted against the Company or the Seller; or (ii) there has been a materialfailure by the other party to perform or comply with any agreement, covenant orcondition herein required to be performed or complied with by such other party;or (c) by the Company upon written notice thereof to the Seller if the Closingdoes not occur by July 31, 2004.

 

12.           Specific Performance.  The Seller acknowledges and agrees thatirreparable damage would occur to the Company in the event that any of theSeller’s obligations under this Agreement were not performed in accordance withthe specific terms of this Agreement or were otherwise breached.  Accordingly, the Seller agrees that theCompany shall be entitled to obtain an injunction or other equitable relief toprevent breaches of this Agreement and to enforce specifically the terms andprovisions hereof, in addition to any other remedy to which the Company isentitled in law or in equity.

 

13.           Expenses.  The Seller and the Company will beresponsible to pay all of their respective legal, accounting, financialadvisory and similar expenses incurred in connection with the transactionsprovided for in this Agreement.

 

14.           Miscellaneous.

 

(a)           ThisAgreement shall be binding upon and shall inure to the benefit of and beenforceable against the parties hereto and their respective heirs, successorsand assigns and shall in all respects be governed by, and enforced andinterpreted in accordance with,

 

 

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the laws of the State ofMinnesota, without giving effect to the conflict of laws provisions thereof.

 

(b)           ThisAgreement between the Seller and the Company embodies the entire agreementbetween the Seller and the Company with respect to the purchase and sale of thePurchased Shares and supersedes all prior agreements and understandings,whether written or oral, between them with respect to such purchase and sale.

 

(c)           ThisAgreement, and each other agreement or instrument entered into in connectionwith or contemplated by this Agreement, may be executed in two or morecounterparts, each of which shall be deemed an original but all of whichtogether shall constitute one and the same instrument.

 

(d)           ThisAgreement, and each other agreement or instrument entered into in connectionwith or contemplated by this Agreement, to the extent signed and delivered bymeans of a facsimile machine shall be treated in all manner and respects as anoriginal agreement or instrument and shall be considered to have the samebinding legal effect as if it were the original signed version thereofdelivered in person.

 

**INWITNESS WHEREOF,**the Company and the Seller have executed this Agreement as of the date setforth in the first paragraph.

 
|   | ZOMAX, INC.      |
|--------|------------------|
|   |             |
|   | By               |   |   |
|   | Name:            |   |   |
|   | Title:           |   |   |
|   |             |
|   |             |   |
|   | Phillip T. Levin |   |

 

 

 

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