Exhibit 10.15
MEMBERSHIP INTEREST PURCHASE AGREEMENT
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of September 30, 2005
is made by and between C. Xxxx Xxxxxxx and Xxxxxx X. Xxxxxxx (each a
"Purchasers" and collectively, the "Purchasers") and PlanGraphics, Inc. a
Maryland Corporation (the "Seller").
WHEREAS, Seller owns 793 Series B Non-Voting membership units (the "Units")
of Jobview, LLC, a Minnesota limited liability company (the "Company"), which
Units are represented by Certificate No. B-1; and
WHEREAS, Seller desires to sell the Units to Purchasers and Purchasers
desire to purchase the Units from Seller pursuant to the terms and conditions of
this Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto mutually agree as follows:
1. Purchase and Sale. Subject to the terms and conditions of this
Agreement, Purchasers agrees to purchase from Seller and Seller agrees to sell
to Purchasers the Units as follows:
1.1 Purchase by C. Xxxx Xxxxxxx. For a purchase price of $100,000, or
approximately $250.00 per Unit, and other good and lawful consideration,
the receipt and sufficiency of which is hereby acknowledged by Seller, C.
Xxxx Xxxxxxx hereby agrees to purchase 400 Units of Seller as of the
Closing Date.
1.2 Purchase by Xxxxxx X. Xxxxxxx. For a purchase price of $98,250, or
approximately $250.00 per Unit, and other good and lawful consideration,
the receipt and sufficiency of which is hereby acknowledged by Seller, C.
Xxxx Xxxxxxx hereby agrees to purchase 393 Units of Seller as of the
Closing Date.
2. Closing; Closing Deliveries. The closing of the transactions
contemplated by this Agreement shall occur on September 30, 2005 or such other
date as the parties may mutually agree (the "Closing Date"). All amounts payable
by the Purchasers under this Agreement shall be paid within ten calendar days of
the Closing Date by delivery of a wire transfer to an account designated by
Seller or by delivery of a cashiers check payable to the Seller. Purchasers will
deliver to Seller their respective purchase price for the Units for a total of
$198,250 in respect of all Units of Seller and within 3 calendar days of the
receipt of the wire transfer or cashiers check, the Seller will deliver to
Purchasers, duly endorsed for transfer, the membership unit power in
substantially the form attached hereto as Exhibits A-1 and A-2 (the "Membership
Unit Powers"), and the Company will reflect on its books and records the
ownership each Purchaser's name of the respective number of Units set forth in
Section 1.1 and Section 1.2 above. Notwithstanding anything herein to the
contrary and notwithstanding the fact that payment of the purchase price for the
Units shall occur after the Closing Date, the parties acknowledge and agree that
title to the Units shall pass to the Purchasers and the Purchasers shall be
deemed to be the owners of record of the Units as of the Closing Date.
3. Warranties of Seller. Seller hereby represents and warrants to each
Purchaser as follows as of the date hereof and as of the Closing Date:
3.1. Ownership of Units. Seller is the lawful owner of all Units to be
transferred hereunder free and clear of all liens, charges, set-offs,
encumbrances and commitments of any kind.
3.2. Validity of Title Transfer. The delivery of the Membership Unit
Powers shall transfer valid title thereto to Purchasers free and clear of
all liens, charges, set-offs, encumbrances and commitments of any kind.
3.3 Authority. Seller is duly organized and validly existing under the
laws of the state of Maryland, with full power and authority to enter into
this Agreement and to sell the Units. The execution, delivery and
performance of this Agreement by Seller have been duly authorized by
Seller.
3.4 Survival of Representations and Warranties. All representations
and warranties contained herein shall survive the execution hereof and the
consummation of the transactions contemplated hereby.
4. Treatment of Certain Distributions. The parties acknowledge and agree
that any distribution to the Purchasers on the Units declared by the Board of
Governors of the Company under Section 4.4 of that certain Member Control
Agreement of the Company dated May 11, 2004 as being in respect of (a) the
Company's operation for the fiscal year ended December 31, 2005 (the "2005
Distribution") or (b) the Company's operation for any fiscal year of the Company
prior to January 1, 2005 (the "Prior Year Distribution") shall be the property
of the Seller notwithstanding the fact that the Seller is neither the owner of
the Units nor a member of the Company at the time of the 2005 Distribution or
the Prior Year Distribution, respectively. The Purchasers acknowledge and agree
that they shall direct the Company to pay over the 2005 Distribution or the
Prior Year Distribution to the Seller or if the Company shall refuse to pay over
the 2005 Distribution or the Prior Year Distribution, each Purchaser shall
endorse or pay over to Seller any amounts paid to such Purchaser as the 2005
Distribution or the Prior Year Distribution. Notwithstanding the above, the
Seller shall in no event be entitled to, or have any claim for, any distribution
to members of the Company of cash or property of the Company or any other person
in respect of any sale of the Company's assets, merger, exchange, consolidation,
liquidation or similar type transaction or any distribution that is not the 2005
Distribution or the Prior Year Distribution.
5. Further Assurances. From time to time following the execution of this
Agreement, at the request of a Purchaser and without further consideration, the
Seller shall promptly execute and deliver to a Purchaser such certificates and
other instruments of sale, conveyance, assignment and transfer, and take such
other action, as may reasonably be requested more effectively to sell, convey,
assign and transfer to and vest in a Purchaser or to put a Purchaser in
possession of the Units purchased and all benefits related thereto.
6. Survival. The representations, warranties, covenants and agreements set
forth in this Agreement will survive the date of this Agreement and the
consummation of the transactions contemplated by this Agreement.
7. Governing Law. This Agreement shall be governed by the laws of the State
of Minnesota, regardless of the laws that might be applicable under the
principles of conflicts of law, in all matters including but not limited to
matters of validity, construction, effect and performance.
8. Entire Agreement. This Agreement embodies the entire agreement and
understanding of the parties hereto in respect to the subject matter contained
herein. There are no restrictions, promises, representations, warranties,
covenants or undertakings other than expressly set forth or referred to herein.
9. Assignment. This Agreement shall be binding upon the heirs, successors
and permitted assigns of each party. This Agreement is made solely for the
benefit of the parties, their successors and permitted assigns and no other
party shall acquire or have any right by virtue hereof.
10. Counterparts; Facsimile Signatures.This Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one Agreement. Delivery of an executed copy of this
Agreement by facsimile will constitute delivery of an original.
[signatures next page]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first written above.
/S/ C. Xxxx Xxxxxxx
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C. Xxxx Xxxxxxx
/S/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
PLANGRAPHICS, INC.
/S/ Xxxx X. Xxxxxxxxx
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Xxxx Xxxxxxxxx
President and Chief Executive Officer
Jobview, LLC hereby acknowledges and agrees to the transfer of the Units
from Seller to Purchasers set forth above and agrees to amend Schedule A of the
Company's Member Control Agreement dated May 11, 2004 to reflect the transfer of
the Units from Seller to Purchasers.
JOBVIEW, LLC
/S/ Xxxxxx X. Bro
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Xxxxxx X. Bro, President
EXHIBIT A-1
MEMBERSHIP UNIT POWER
FOR VALUE RECEIVED, PlanGraphics, Inc., a Maryland corporation
("PlanGraphics"), hereby sells, assigns, transfers and conveys to C. Xxxx
Xxxxxxx, Four Hundred (400) Series B Non-Voting membership Units (the "Units")
of Jobview, LLC, a Minnesota limited liability company ("Jobview"), constituting
PlanGraphics's entire ownership interest in Jobview, standing in PlanGraphics's
name on the books of Jobview and represented by Certificate No. B-1 and does
hereby irrevocably constitute and appoint C. Xxxx Xxxxxxx attorney-in-fact to
transfer the Units on the books of the corporation with full power of
substitution in the premises.
Dated Effective: September 30, 2005
PLANGRAPHICS, INC.
/S/ Xxxx X. Xxxxxxxxx
------------------------------------
Xxxx Xxxxxxxxx, President and Chief
Executive Officer
EXHIBIT A-2
MEMBERSHIP UNIT POWER
FOR VALUE RECEIVED, PlanGraphics, Inc., a Maryland corporation
("PlanGraphics"), hereby sells, assigns, transfers and conveys to Xxxxxx X.
Xxxxxxx, Three Hundred Seventy Three (373) Series B Non-Voting membership Units
(the "Units") of Jobview, LLC, a Minnesota limited liability company
("Jobview"), constituting PlanGraphics's entire ownership interest in Jobview,
standing in PlanGraphics's name on the books of Jobview and represented by
Certificate No. B-1 and does hereby irrevocably constitute and appoint Xxxxxx X.
Xxxxxxx attorney-in-fact to transfer the Units on the books of the corporation
with full power of substitution in the premises.
Dated Effective: September 30, 2005
PLANGRAPHICS, INC.
/S/ Xxxx X. Xxxxxxxxx
------------------------------------
Xxxx Xxxxxxxxx, President and Chief
Executive Officer
