Purchase and Sale Agreement
Exhibit 10.11
Purchase and Sale Agreement
This Purchase and Sale Agreement ("PSA") is hereby made this 30th of July 2012, by and among Genesis Group Holdings Inc. as "'Seller" and Xxxxx Xxxxxxx as Purchaser concerning the stock of Digital Comm Inc. (the "Company").
WHEREAS, Seller desires to sell and Purchaser desires to purchase 60% of the common equity interest of the Company for good and valuable consideration;
WHEREAS, this PSA is intended to create obligations to proceed in a manner set forth by this PSA.
WHEREAS, the parties mutually agree that they will continue to cooperate and execute such other and further documentation as is necessary to further the intentions of the respective parties contained herein.
UNDERSTANDING OF THE PARTIES AS FOLLOWS:
Basic Premise for Agreement, Purchase Price; Payment of Consideration.
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1.
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The purchase price for the Purchased Shares (the "Purchase Price") shall be as follows:
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$125,000 in the form of a Non·Recourse/ Unsecured Promissory Note from Purchaser to Seller delivered at Closing in exchange for 60% of the common stock of the Company. The Note may be repaid from proceeds of the Seller's S·l Registration statement that will go to Purchaser.
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Purchaser shall be given Series D Preferred Stock in Seller in an amount that shall equal the amounts shown on the books of the Company owed to Regions Bank that are secured by Purchaser's home.
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Seller shall retain a non·dilutable 40% interest in the Company. Purchaser shall be permitted to take on a strategic partner or partners and sell up to 60% of the Company so long as same terms are first offered to Seller with 30 days' notice to accept or pass.
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Seller shall use its best efforts to continue secure additional financing and/or lines of credit to support help support the Company.
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All of the Company's future work shall first be offered to Seller on a subcontract
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basis. In the event that Seller or its subsidiaries are unable to provide necessary labor or if the Seller declines to accept the assignment offered to fulfill the needs of the Company's customer, Buyer may fulfill the work through third parties.
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All salaries, and other employee compensation and day to day operational expenses shall be determined by Purchaser and Seller shall have no control over day to day operations. Seller shall only be the exclusive avenue for processing work.
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5% of cash receipts, up to $50,000 maximum annually, shall be paid to Seller for
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accounting and administrative services.
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2.
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This PSA t ball be construed under the laws of the State of Florida and cannot be changed or modified except by an instrument in writing executed by the Parties.
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7.
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This PSA constitutes the entire agreement between the P3rtiea with respect to the subject matter of this PSA.
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IN WITNESS HEREOF the Parties by their duly authorized representatives, have executed this PSA effective the date first above written.
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Seller:
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Purchaser:
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Xxxxx Xxxxxxx
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/s/ Xxxxxxxx Xxxxx
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/s/ Xxxxx Xxxxxxx
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Authorized Signatory:
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Authorized Signatory:
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