Exhibit 10.17
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "Purchase Agreement") is entered into this
13th day of May, 2008, by and between 4net Software, Inc., a Delaware
corporation having an address at 000 Xxxx Xxxxx Xxxx, Xxxxxxxxxxx 00000
(hereinafter referred to as "4net Software" or the "Company") and Xxxxx
Xxxxxxxxx having an address at 0000 X. Xxxxx Xx. Xxx Xxxxx, XX. 53217
hereinafter referred to as the "Purchaser").
W I T N E S S E T H:
WHEREAS, 4net Software is publicly traded company with no current
operations except for seeking out and identifying one or more prospective target
companies for a merger, acquisition, business combination, and/or similar
transaction.
WHEREAS, the Purchaser desires to purchase 300,000 shares of 4net
Software's common stock, par value $.00001 (the "Shares") and 4net Software is
willing to sell, transfer and convey to Purchaser the Shares subject to the
terms and conditions set forth in this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each of the parties hereto,
including the representations, warranties and the mutual covenants hereinafter
set forth, the parties hereby agree as follows:
ARTICLE 1
ISSUANCE AND SALE OF COMMON STOCK
1.1 Issuance and Sale of the Shares. Subject to the terms and
conditions of this Agreement, and on the basis of the representations,
warranties and covenants herein contained, effective at the Closing, as
hereinafter defined, 4net Software hereby agrees to sell, convey and deliver to
the Purchaser 300,000 unregistered shares of 4net Software's common stock, par
value $.00001 (the "Shares); and the Purchaser hereby purchases, acquires and
accepts the Shares from 4net Software, in exchange for the Purchaser's payment
of the Purchase Price, as hereinafter defined, to 4net Software.
1.2 Purchase Price. The purchase price (the "Purchase Price") for the
Shares is $.10 per share or an aggregate purchase price of $30,000. The Purchase
Price is payable to 4net Software at the Closing in cash, bank check or at 4net
Software's discretion other acceptable funds.
1.3 Legend. The certificates representing the Shares sold, conveyed
and delivered to the Purchaser pursuant to this Agreement shall be imprinted
with a restrictive legend in the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL
SATISFACTORY TO 4NET SOFTWARE, INC. THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT.
1
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
OF EACH 4NET SOFTWARE
In order to induce Purchaser to enter into this Agreement and
purchase the Shares, 4net Software makes the following representations and
warranties to Purchaser, which representations and warranties shall be true and
correct as of the Closing:
2.1 Authority to Perform and Execute; Binding Nature. 4net Software
has all requisite right, power and authority and full legal capacity to enter
into this Agreement, to carry out its obligations hereunder and to consummate
the transactions contemplated hereby. This Agreement has been duly executed and
delivered by the 4net Software and constitutes a legal, valid and binding
obligation of 4net Software enforceable against it in accordance with its terms,
subject to the effect of any applicable bankruptcy, reorganization, insolvency
(including without limitation all laws relating to fraudulent transfers),
moratorium, restructuring or similar laws affecting creditors' rights and
remedies generally, and general principles of equity that restrict the
availability of equitable remedies.
2.2 No Conflict. The execution, delivery and performance of this
Agreement and the transactions contemplated by this Agreement will not conflict
with, or constitute or result in a breach, default or violation of (i) to the
4net Software's knowledge any law, ordinance, regulation or rule applicable to
the 4net Software; (ii) any order, judgment, injunction or other decree by which
the 4net Software is bound; or (iii) any written or oral contract, agreement, or
commitment to which 4net Software is a party; nor will such execution, delivery
and performance result in the creation of any lien or encumbrance upon the
Shares, except in the ordinary course of business and/or pursuant to this
Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF PURCHASER
In order to induce the 4net Software to enter into this Agreement and
sell the Shares, Purchaser makes the following representations and warranties to
4net Software, which representations and warranties shall be true and correct as
of the Closing:
3.1 Requisite Power and Authority. Purchaser has all requisite right,
power and authority and full legal capacity to enter into this Agreement, to
carry out its obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by
Purchaser and constitutes a legal, valid and binding obligation of Purchaser,
enforceable against the Purchaser in accordance with its terms, subject to the
effect of any applicable bankruptcy, reorganization, insolvency (including
without limitation all laws relating to fraudulent transfers), moratorium,
restructuring or similar laws affecting creditors= rights and remedies
generally.
3.2 Investment Representations. Purchaser understands that the Shares
have not been registered under the Securities Act of 1933 (the "Securities
Act"). Purchaser also understands that the Shares are being offered and sold
pursuant to an exemption from registration contained in the Securities Act based
in part upon the Purchaser's representations contained in this Agreement.
Purchaser hereby represents as follows:
a. Purchaser Bears Economic Risk. Purchaser acknowledges
that it has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of the
investment in the Shares and that it has the capacity to protect its
own interests. Purchaser understands that it must bear the economic
risk of its investment indefinitely unless the Shares are registered
pursuant to the Securities Act or an exemption from registration is
available. Purchaser understands that the Company has no present
intention of registering the Shares. Purchaser also understands that
there is no assurance that any exemption from registration under the
Securities Act will be available and that, even if available such
exemption may not allow Purchaser to transfer all or any portion of
the Shares under the circumstances, in the amounts or at the times
Purchaser might propose.
b. Acquisition for Own Account. Purchaser is acquiring the
Shares for his own account for investment purposes only and not with
a view towards further distribution.
2
c. Accredited Investor. Purchaser represents that it is an
accredited investor within the meaning of Regulation D promulgated
under the Securities Act
d. Company Information. Purchaser acknowledges that 4net
Software files annual reports on Form 10-KSB and quarterly reports of
Form 10-QSB with the U.S. Securities and Exchange Commission (the "SEC
Reports"). Purchaser further acknowledges that the SEC Reports are
available on request from 4net Software or on the Internet at
xxxx://xxx.xxx.xxx. and that you have reviewed the SEC Reports
independently and with your advisors to the extent you deem such
review appropriate. Purchaser has conducted its own investigation with
respect to making its decision to purchase the Shares. Purchaser has
had the opportunity to receive and review information about the
Company concerning its assets, business operations, management, and
financial condition, and other information which the Purchaser may
consider to be relevant to its decision whether to purchase the
Shares. Additionally, Purchaser represents that it has had the
opportunity to ask questions and receive answers from the Company and
its management concerning the business and financial affairs of the
Company and the Purchaser desires no additional information with
respect to the Company and/or its investment in the Shares.
e. Restricted Securities. Purchaser acknowledges and agrees
that the Shares must be held indefinitely unless they are registered
pursuant to the Securities Act or an exemption from such registration
is available. Purchaser is aware of the provisions of Rule 144,
promulgated under the Securities Act, which permits limited resale of
shares purchased in a private offering subject to the satisfaction of
certain conditions, including, among other things: a six month holding
period and the availability of certain current public information
about the Company.
f. Residence. The office of Purchaser in which its
investment decision was made is located in the State of New York at
the address of the Purchaser set forth above.
3.3 No Conflict. The execution, delivery and performance of this
Agreement and the transactions contemplated by this Agreement will not conflict
with, or constitute or result in a breach, default or violation of (i) to the
Purchaser's knowledge any law, ordinance, regulation or rule applicable to the
Purchaser; (ii) any order, judgment, injunction or other decree by which the
Purchaser is bound; or (iii) any written or oral contract, agreement, or
commitment to which the Purchaser is a party.
ARTICLE 4
CERTAIN COVENANTS
4.1 Transfer of Shares. 4net Software shall take any and all actions
reasonably necessary to deliver and transfer in accordance with the terms of
this Agreement, possession of the Shares to Purchaser, free and clear of all
liens.
4.2 Parties' Covenants. The Parties hereto covenant and agree that, at
all times from and after the date hereof, they will comply with all covenants
and provisions of this Agreement.
ARTICLE 5
CONDITIONS TO THE CLOSING
5.1 Conditions to the Obligations of Purchaser at the Closing. The
obligations of Purchaser at the Closing are subject to the fulfillment or waiver
by Purchaser, prior to or at the Closing, of the following conditions:
a. Representations and Warranties. The representations and
warranties of 4net Software contained in this Agreement shall be true
and correct in all material respects.
3
b. Performance. 4net Software shall have performed and
complied with all of their obligations under this Agreement.
c. Consents and Waivers. 4net Software shall have obtained
any and all consents, permits and waivers, approvals or authorizations
of all third parties and governmental authorities required in
connection with the execution and delivery of this Agreement, and the
consummation of the transactions contemplated hereby.
d. No Order. There shall not (i) be in effect any statute,
regulation, order, decree or judgment of any governmental authority
which makes illegal or enjoins or prevents the consummation of the
transactions contemplated by this Agreement or (ii) have been
commenced or threatened any action or proceeding by any governmental
authority which seeks to prevent or enjoin the transactions
contemplated by this Agreement.
5.2 Conditions to the Obligations of 4net Software at the Closing.
The obligations of 4net Software at the Closing are subject to the fulfillment
or waiver in writing by 4net Software prior to or at the Closing, of the
following conditions:
a. Representations and Warranties. The representations and
warranties of the Purchaser contained in this Agreement shall be true
and correct in all material respects.
b. Performance. Purchaser shall have performed and complied
with all of its obligations under this Agreement.
c. No Order. There shall not (i) be in effect any statute,
regulation, order, decree or judgment of any governmental authority
which makes illegal or enjoins or prevents the consummation of the
transactions contemplated by this Agreement or (ii) have been
commenced or threatened any action or proceeding by any governmental
authority which seeks to prevent or enjoin the transactions
contemplated by this Agreement.
ARTICLE 6
CLOSING
6 Closing. The Closing of the purchase and sale of the Shares as set
forth herein (the "Closing") shall occur on the date that 4net Software receives
the Purchase Price for the Shares from the Purchaser. After 4net Software
receives the Purchase Price from the Purchaser, 4net Software shall instruct and
cause its transfer agent to deliver the Shares to the Purchaser.
ARTICLE 7
MISCELLANEOUS
7.1 Severability. In case one or more of the provisions contained in
this Agreement shall be deemed to be invalid, illegal, unenforceable or
enforceable only with limitations, in any respect, the validity, legality and
full enforceability of the remaining provisions contained herein or therein
shall not in any way be affected or impaired thereby. If any provision of this
Agreement shall be or shall be deemed to be legal, valid or enforceable only
with limitations under the applicable laws and regulations of one jurisdiction,
such provisions shall be so limited in that jurisdiction but shall not thereby
be limited in any other jurisdiction.
7.2 Notices. All notices, requests or instructions hereunder shall be
in writing and delivered personally or sent by FedEx mail or similar overnight
delivery, postage prepaid, to the parties at the addresses set forth above. Or
to such other address as a party hereto may designate by notice given to the
other parties hereto pursuant to this paragraph. Any notice so addressed and
mailed shall be deemed to be given when so mailed. Any of the above addresses
may be changed at any time by notice given as provided above; provided, however,
that any such notice of change of address shall be effective only upon receipt.
7.3 Survival of Representations. Each representation, warranty,
covenant and agreement of the parties hereto herein contained shall survive
until the first anniversary of the Closing, notwithstanding any investigation at
any time made by or on behalf of any party hereto.
4
7.4 Entire Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the purchase and sale of the Shares,
and supersedes all prior understandings, arrangements and agreements with
respect to the subject matter hereof. No modification hereof shall be effective
unless in writing and signed by the party against whom it is sought to be
enforced.
7.5 Further Action. Each of the parties hereto shall use such party's
best efforts to take such actions as may reasonably be necessary or reasonably
requested by the other party hereto to carry out and consummate the transactions
contemplated by this Agreement.
7.6 Benefit of Agreement. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
7.7 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware applicable in the case of
agreements made and to be performed entirely within such jurisdiction.
7.8 Captions. The captions appearing herein are for the convenience of
the parties only and shall not be construed to affect the meaning of the
provisions of this Agreement.
7.9 Brokerage. Each party hereto shall indemnify and hold harmless
each other party against and in respect of any claim for brokerage or other
commissions relative to this Agreement or to the transactions contemplated
hereby, based in any way on agreements, arrangements or understandings made or
claimed to have been made by the indemnifying party with any third party.
7.10 Fees and Expenses. Whether or not this Agreement and the
transactions contemplated hereby are consummated, and except as otherwise
expressly set forth herein, all costs and expenses (including legal and
financial advisory fees and expenses) incurred in connection with, or in
anticipation of, this Agreement and the transactions contemplated hereby shall
be paid by the Party incurring such expenses.
7.11 Counterparts. This Agreement may be executed in any number of
counterparts and any party hereto may execute any such counterpart, each of
which when executed and delivered shall be deemed to be an original and all of
which counterparts taken together shall constitute but one and the same
instrument. This Agreement shall become binding when one or more counterparts
taken together shall have been executed and delivered (which deliveries may be
by telephonic facsimile) by the parties.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of date first above written.
4net Software, Inc.
By: _________________________________
Name: Xxxxxx X. Xxxxxxx
Title: President
Xxxxx Xxxxxxxxx
By: _________________________________
Name: Xxxxx Xxxxxxxxx
5
