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EXHIBIT 3.10
LLC INTEREST ACQUISITION AGREEMENT
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LLC INTEREST ACQUISITION AGREEMENT
This Agreement, entered into this 29th day of July 1998, is by and between
Xxxxxx Xxxxx, an individual, and United National, Inc., a Nevada corporation
("United").
RECITALS:
WHEREAS, Xx. Xxxxx is the owner of 98.9% of the ownership interest of
United National Mortgage, LLC., a New York limited liability company engaged in
the mortgage banking business ("United National Mortgage");
WHEREAS, United is the owner of 1% of the ownership interest of UNM, which
interest was purchased for approximately $508,000 in funds borrowed by United;
WHEREAS, Premier Mortgage Resources, Inc., a Nevada corporation
("Premier"), proposes to raise additional capital through a limited public
offering, a portion of the proceeds of which will be furnished to United to
purchase an additional 1% of the ownership interest in UNM as previously agreed
by Xx. Xxxxx and United;
WHEREAS, Xx. Xxxxx has agreed to repurchase the 1% interest in UNM as set
forth herein;
WHEREAS, United wishes to acquire, and Xx. Xxxxx is willing to sell, the
remaining 98% interest in UNM for nominal consideration, subject to the
conditions set forth herein, such that United would be the sole owner of UNM;
WHEREAS, the basis, in part, for Premier and United initially purchasing a
minor percentage ownership interest in UNM, and borrowing and raising funds for
such purchases, is the ability to acquire all of the remaining ownership
interest in UNM for nominal consideration;
NOW, THEREFORE, in consideration of the terms and conditions of this
Agreement, the parties hereto agree as follows:
1. Sale of Ownership Interest. Subject to the terms set forth herein, Xx.
Xxxxx hereby agrees to sell, convey, transfer, assign, and deliver to United,
and United agrees to purchase all of the remaining interest in and to UNM owned
by Xx. Xxxxx, which interest shall represent not less than 98% of the ownership
interest of UNM. The closing of this Agreement and the transfer of the ownership
interest shall occur not later than March 31, 1999; provided, however, that the
closing shall take place immediately upon approval by the New York Banking
Department of UNM's application for permission to transfer ownership. If the New
York Banking Department shall not approve the transfer of ownership on or before
March 31, 1999, Xx. Xxxxx shall cause UNM immediately to turn in its New York
license and operate only in the remaining states.
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2. Purchase Price. The purchase price for the 98% ownership interest of
UNM as set forth in Paragraph 1 above shall be $10.00, which amount shall be
paid at closing.
3. Representations and Warranties of Xx. Xxxxx. Xx. Xxxxx represents and
warrants to United as set forth below. These representations and warranties are
made as an inducement for United to enter into this Agreement and, but for the
making of such representations and warranties and their accuracy, United would
not be a party hereto.
a. Xx. Xxxxx is, or at closing will be, the record and beneficial
owner and holder of the ownership interest of UNM to be transferred to pursuant
to this agreement and such interests are or will be on the closing date owned by
Xx. Xxxxx free and clear of all liens, encumbrances, charges and assessments of
every nature and subject to no restrictions with respect to transferability.
Except for the 2% ownership interest previously, or to be, transferred to
United, such 98% ownership interests shall represent absolute ownership and
control of UNM.
b. Except for this Agreement, there are no outstanding options,
contracts, calls, commitments, agreements or demands or any character relating
to the ownership interests to be sold pursuant hereto.
4. Covenants of Xx. Xxxxx. From and after the date of this Agreement and
until the closing date:
a. Xx. Xxxxx shall not authorize any amendment to UNM's organization
or operating documents or permit the issuance of any additional ownership
interests in UNM.
b. Xx. Xxxxx shall not do any act or omit to do any act, or permit
any act or omission to act, which will cause a material breach of this
Agreement.
c. Xx. Xxxxx shall duly comply with all applicable laws as may be
required for the valid and effective transfer of the ownership interests
contemplated by this Agreement.
d. Xx. Xxxxx shall not authorize the sale or disposition of any
property or assets of UNM, except products sold in the ordinary course of
business; provided however, that prior to closing Xx. Xxxxx shall be permitted
to transfer to himself marketable securities of UNM in an aggregate amount not
to exceed $350,000.
e. Xx. Xxxxx shall promptly notify United and Premier of any
lawsuits, claims, proceedings, or investigations that may be threatened,
brought, asserted, or commenced against UNM, its officers or directors involving
in any way the business, properties, or assets of UNM.
f. Xx. Xxxxx shall use his best efforts to preserve the business
organization of UNM intact.
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g. Xx. Xxxxx shall cause UNM to carry on its business diligently and
substantially in the same manner as heretofore, and shall not permit UNM to make
or institute any unusual or novel methods of purchase, sale, management,
accounting or operation outside of the ordinary course of business of UNM.
h. Xx. Xxxxx shall not permit UNM to enter into any contract or
commitment, or engage in any transaction not in the usual and ordinary course of
business and consistent with UNM's business practices.
5. Miscellaneous.
a. Default. Should any party to this Agreement default in any of the
covenants, conditions, or promises contained herein, the defaulting party shall
pay all costs and expenses, including a reasonable attorney's fee, which may
arise or accrue from enforcing this Agreement, or in pursuing any remedy
provided hereunder or by the statutes of the State of New York.
b. Assignment. This Agreement may not be assigned in whole or in
part by the parties hereto without the prior written consent of the other party.
c. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, their heirs, executors,
administrators, successors and assigns.
d. Partial Invalidity. If any term, covenant, condition, or
provision of this Agreement or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder of
this Agreement or application of such term or provision to persons or
circumstances other than those as to which it is held to be invalid or
unenforceable shall not be affected thereby and each term, covenant, condition,
or provision of this Agreement shall be valid and shall be enforceable to the
fullest extent permitted by law.
e. Entire Agreement. This Agreement constitutes the entire
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all negotiations, representations, prior discussions,
letters of intent, and preliminary agreements between the parties hereto
relating to the subject matter of this Agreement.
f. Survival of Covenants, Etc. All covenants, representations, and
warranties made herein to any party, or in any statement or document delivered
to any party hereto, shall survive the making of this Agreement and shall remain
in full force and effect until the obligations of such party hereunder have been
fully satisfied.
g. Further Action. The parties hereto agree to execute and deliver
such additional documents and to take such other and further action as may be
required to carry out fully the transactions contemplated herein.
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h. Amendment. This Agreement or any provision hereof may not be
changed, waived, terminated, or discharged except (i) by means of a written
supplemental instrument signed by the party or parties against whom enforcement
of the change, waiver, termination, or discharge is sought, and (ii) upon the
prior written consent or approval of shareholders of Premier owning in the
aggregate at least two-thirds of the outstanding common stock of Premier.
Premier shall be deemed a third party beneficiary of this Agreement.
i. Headings. The descriptive headings of the various sections or
parts of this Agreement are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.
j. Counterparts. This Agreement may be executed in two or more
partially or fully executed counterparts, each of which shall be deemed an
original and shall bind the signatory, but all of which together shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto executed the foregoing Agreement as
of the day and year first above written.
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Individually
United National, Inc.
By /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, President
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