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Exhibit 99.2
PURCHASE AGREEMENT
This Purchase Agreement (the "Agreement") is made and entered into this
___ day of January, 2001, by and between Vestin Group, Inc., a Delaware
corporation ("Vestin")and XxxxxxxXxxxxxxx.xxx, Inc., a Nevada corporation
("Prepaid").
WITNESSETH:
WHEREAS, Vestin owns 2,187,500 shares (the "Prepaid Shares") of Prepaid;
and
WHEREAS, Vestin and Prepaid entered into an agreement dated March 31,
2000 (the "Services Agreement") whereby Vestin was to perform certain financial
services for Prepaid; and
WHEREAS, Vestin has agreed to transfer the Prepaid Shares to Prepaid; and
WHEREAS, in consideration of the transfer of the Prepaid Shares to
Prepaid Prepaid and Vestin have agreed to terminate the Services Agreement and
such Services Agreement shall be deemed null and void and of no further force
and effect.
NOW, THEREFORE, in consideration of the mutual covenants, representations
and warranties hereinafter set forth, and other good and valuable consideration,
the parties intending to be legally bound, hereby agree as follows:
ARTICLE I
PURCHASE
1.01 At the Closing, as hereinafter defined, Vestin shall transfer the
Prepaid Shares to Prepaid and upon such transfer the Services Agreement shall be
deemed terminated, null and void and of no further force and effect.
1.02 At the Closing, Vestin will deliver certificates for the outstanding
Prepaid Shares to Prepaid, duly endorsed so as to make Prepaid the sole holder
thereof, free and clear of all claims and encumbrances. At the Closing, Prepaid
shall deliver to Vestin a letter acknowledging the termination of the Services
Agreement.
ARTICLE 2
THE CLOSING
2.01 The consummation of the transactions contemplated by this Agreement
(the "Closing") shall take place at the offices of Berkley, Gordon, Levine,
Xxxxxxxxx & Xxxxxxxxx, LLP, 0000 X. Xxxxxx Xxx., 0xx Xxxxx, Xxx Xxxxx, Xxxxxx
00000 on January 1, 2001.
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ARTICLE 3
CONDITIONS TO CLOSING
3.01 Conditions to Obligations of Prepaid. The obligation of Prepaid to
perform this Agreement is subject to the satisfaction of the following
conditions on or before the Closing unless waived in writing by Prepaid:
(a) Performance of Obligations. Vestin shall have in all
material respects performed all agreements required to be
performed by it under this Agreement and shall have
performed in all material respects any actions contemplated
by this Agreement prior to or on the Closing.
(b) Corporate Action. Minutes, certified copies of corporate
resolutions and/or other documentary evidence satisfactory
to Prepaid that Vestin has submitted this Agreement and any
other documents required hereby to such parties for
approval as provided by applicable law.
(c) Consents. Execution of this Agreement and any consents
necessary for or approval of any party whose consent or
approval is required for the consummation of the
transactions contemplated by this Agreement.
(d) Statutory Requirements. All statutory requirements for the
valid consummation by Vestin of the transactions
contemplated by this Agreement shall have been fulfilled.
3.02 Conditions to Obligations of Vestin. The obligation of Vestin to
perform this Agreement is subject to the satisfaction of the following
conditions on or before the Closing unless waived in writing by Vestin:
(a) Performance of Obligations. Prepaid shall have in all
material respects performed all agreements required to be
performed by it under this Agreement and shall have
performed in all material respects any actions contemplated
by this Agreement prior to or on the Closing.
(b) Consents. Execution of this Agreement and any consents
necessary for or approval of any party whose consent or
approval is required for the consummation of the
transactions contemplated by this Agreement.
(c) Statutory Requirements. All statutory requirements for the
valid consummation by Prepaid of the transactions
contemplated by this Agreement shall have been fulfilled.
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ARTICLE 4
MATTERS SUBSEQUENT TO CLOSING
4.01 Covenant of Further Assurance. The parties covenant and agree that
they shall, from time to time, execute and deliver or cause to be executed and
delivered all such further instruments of conveyance, transfer, assignments,
receipts and other instruments, and shall take or cause to be taken such further
or other actions as the other party or parties to this Agreement may reasonably
deem necessary in order to carry out the purposes and intent of this Agreement.
ARTICLE 5
MISCELLANEOUS
5.01 Construction. This Agreement shall be construed and enforced in
accordance with the laws of the State of Nevada excluding the conflicts of laws.
5.02 Notices. All notices necessary or appropriate under this Agreement
shall be effective when personally delivered or deposited in the United States
mail, postage prepaid, certified or registered, return receipt requested, and
addressed to the parties last known address which addresses are currently as
follows:
If to Vestin: 0000 Xx Xxxxxx Xxx.
Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
If to Prepaid: 0000 Xx Xxxxxx Xxx.
Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
or at such other address as a party may from time to time designate by notice
hereunder.
5.03 Amendment and Waiver. The parties hereby may, by mutual agreement in
writing signed by each party, amend this Agreement in any respect. Any term or
provision of this Agreement may be waived in writing at any time by the party
which is entitled to the benefits thereof.
5.04 Remedies Not Exclusive. No remedy conferred by any of the specific
provisions of this Agreement is intended to be exclusive of any other remedy,
and each and every remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute or otherwise. The election of any one or more remedies by any party
shall not constitute a waiver of the right to pursue other available remedies.
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5.05 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5.06 Benefit. This Agreement shall be binding upon, and inure to the
benefit of, the respective successors and assigns of the parties hereto.
5.07 Entire Agreement. This Agreement and the Schedules and Exhibits
attached hereto, represent the entire agreement of the undersigned regarding the
subject matter hereof, and supersedes all prior written or oral understandings
or agreements between the parties.
5.08 Each Party to Bear Its Own Expense. The parties shall each bear
their own respective expenses incurred in connection with the negotiation,
execution, closing, and performance of this Agreement, including counsel fees
and accountant fees.
5.09 Captions and Section Headings. Captions and section headings used
herein are for convenience only and shall not control or affect the meaning or
construction of any provisions of this Agreement.
5.10 Attorneys' Fees. In the event any party hereto institutes an action
or proceeding to enforce any rights arising under this Agreement, the party
prevailing in such action or other proceeding shall be paid all reasonable costs
and attorneys' fees by the other party, such fees to be set by the court and not
by a jury and to be included in any judgment entered in such proceeding.
Executed as of the date first written above.
VESTIN GROUP, INC.,
A DELAWARE CORPORATION
By:
--------------------------------
Dated:
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XXXXXXXXXXXXXXX.XXX, INC.,
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By:
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Dated:
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