STOCK PURCHASE AGREEMENT
This
Stock Purchase Agreement (this “Agreement”), dated as of September 5, 2006, is
by and among Xxxxxxx Xxxxxxx (“Xxxxxxx”), and HEB, LLC, a Nevada limited
liability company (“Buyer”).
RECITALS:
WHEREAS,
Xxxxxxx
is a Florida resident; and has the authority to sell his stock in SFNL as
described in this agreement
WHEREAS,
Buyer
is buying the stock as an Investment
NOW,
THEREFORE,
in
consideration of the representations, warranties and agreements contained herein
and for other good and valuable consideration, the receipt and legal adequacy
of
which is hereby acknowledged, the parties hereto hereby agree as
follows:
AGREEMENT:
1. Agreement
to Purchase.
(a) At
the
Closing (as hereinafter defined), Xxxxxxx agrees to sell to Buyer, and Buyer
agrees to purchase from Xxxxxxx 4,715,950 SFNL shares (the “Company Shares”) of
the 9,431.900.00 shares of Class A Common Stock, par value $0.0001 per share
(the “Class A Common Stock”), at a purchase price of $0.021per share
($100,000.00 in the aggregate) under the following enclosed payment schedule..
Buyer has paid to Xxxxxxx $15,000.00 and Buyer will pay to Xxxxxxx an additional
$10,000.00 at closing, $25,000.00 on September 30, 2006, and $50,000.00 on
October 30, 2006.
(b) The
closing of the sale of the Company Shares contemplated under this Agreement
(the
“Closing”) shall occur on the date of this Agreement at the Florida offices of
the Buyer (the “Closing Date”). At the Closing:
(i) The
parties hereto shall execute and deliver this Agreement;
(ii) Xxxxxxx
shall issue to its transfer agent irrevocable instructions to issue a
certificate to Buyer evidencing the Shares to be sold. Upon receipt of final
payment on October 30, 2006 Xxxxxxx shall deliver certificate in the name of
HEB, LLC for 4,715,950.
2. Xxxxxxx
shall deliver to Buyer a copy of the additional shares certificate(s)
representing the remaining shares, together with appropriate stock powers
transferring 100% of the voting rights of the Xxxxxxx shares to
Buyer;
(i) Buyer
shall deliver to Xxxxxxx by check or wire transfer $10,000.00 representing
the
above 1st
installment payment for the purchase price for the Company Shares
(ii) Buyer
shall deliver to Xxxxxxx within 5 business days 150,000 post-split shares in
ETCR Shares after the delivery of the certificate to HEB of the SFNL shares
and
the Stock Power of the other certificate representing all voting rights of
the
Xxxxxxx shares.
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3. Representations,
Warranties By
Xxxxxxx.
Xxxxxxx
represent and warrant to Buyer that the following are true and correct as of
the
date of this Agreement:
(a) Xxxxxxx
represents that the shares have no encumbrances and that the shares are free
and
clear of all obligations and that he has the power to sell the shares.
(b) The
Shares have been duly authorized, and when issued to Buyer under the terms
of
this Agreement, will be validly issued, fully paid and
non-assessable.
(c) No
consent, authorization, approval, permit or license of, or filing with, any
governmental or public body or authority, any lender or lessor or any other
person or entity is required to authorize, or is required in connection with,
the execution, delivery and performance of this Agreement by the
Company.
(d) Xxxxxxx
warrants that he will file immediately with the Securities and Exchange
Commission the necessary filings (Form 4) required evidencing this
transaction.
4. Representations,
Warranties and Covenants of Buyer.
Buyer
represents and warrants to the Company and Xxxxxxx as follows:
(a) Buyer
is
an “accredited investor” as defined under Rule 501 of Regulation D promulgated
under the Securities Act of 1933, as amended (the “Securities
Act”).
(b) Buyer
is
acquiring the Company Shares from Xxxxxxx (collectively, the “Subject Shares”)
for its own account and not with a view to any distribution of the Subject
Shares in violation of the Securities Act.
(c)
(d) This
Agreement constitutes a valid and binding agreement and obligation of Buyer
enforceable against Buyer in accordance with its terms, subject to limitations
on enforcement by general principles of equity and bankruptcy or other laws
affecting the enforcement of creditors’ rights generally.
(e) This
Agreement has been duly authorized, validly executed and delivered on behalf
of
Buyer, and Buyer has full power and authority to execute and deliver this
Agreement and the other agreements and documents contemplated hereby and to
perform its obligations hereunder and thereunder.
(f) Buyer
has
had access to any and all information concerning the Company that Buyer and
its
financial, tax and legal advisors required or considered necessary to make
a
proper evaluation of this investment. Specifically, Buyer has had the
opportunity to review Company’s annual report on Form 10-KSB for the year ended
December 31, 2004 and 2005, quarterly reports on Form 10-QSB for the quarterly
period ended March 31, 2005, June 30, 2005, September 30, 2005, Form 10-KSB
for
year ended December 31, 2006, and Form 10 -QSB for the quarter ended March
31,
2006 (collectively, the “Securities Filings”).
5. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Texas, without giving effect to any of the conflicts of
law
principles which would result in the application of the substantive law of
another jurisdiction.
6. Notices.
All
notices and other communications provided for or permitted hereunder shall
be
made in writing by hand delivery, express overnight courier, registered first
class mail, overnight courier, or telecopier, initially to the address set
forth
on the signature page hereto, and thereafter at such other address, notice
of
which is given in accordance with the provisions of this Section. All such
notices and communications shall be deemed to have been duly given: when
delivered by hand, if personally delivered; three (3) business days after being
deposited in the mail, postage prepaid, if mailed; the next business day after
being deposited with an overnight courier, if deposited with a nationally
recognized, overnight courier service; when receipt is acknowledged, if
telecopied.
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7. Entire
Agreement.
This
Agreement constitutes the entire understanding and agreement of the parties
with
respect to the subject matter hereof and supersedes all prior and/or
contemporaneous oral or written proposals or agreements relating thereto all
of
which are merged herein. This Agreement may not be amended or any provision
hereof waived in whole or in part, except by a written amendment signed by
all
of the parties hereto.
8. Counterparts.
This
Agreement may be executed by facsimile signature and in counterparts, each
of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN
WITNESS WHEREOF, this Stock Purchase Agreement was duly executed on the date
first written above.
BALANCE
OF PAGE BLANK
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| XXXXXXX XXXXXXX | ||
| |
|
|
| By: | /s/ Xxxxxxx Xxxxxxx | |
|
Xxxxxxx Xxxxxxx |
||
| Address: 000 Xxx Xxxx Xxx, #0000 | ||
| Xx. Xxxxxxxxxx, Xx 00000 | ||
| HEB, LLC | ||
| |
|
|
| By: | /s/ Xxxxx X. Xxxxx | |
|
Xxxxx X. Xxxxx, Manager |
||
| Address: 0000 X. Xxxxxx Xxxx Xxxx, Xxxxx 000 | ||
| Xxxxxxxxx, Xxxxx 00000 | ||
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