STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT
(this "Agreement") is entered into as of ______________, 2010 by and
between Xxxxxxx Xxxxxxxxxx, an individual resident of the State of Michigan (the
“Seller”) and Lender to Lender Franchise, Inc., a Florida corporation (the
“Buyer”).
ARTICLE
I.
1.1 Purchase and Sale of Shares of the
Company Capital Stock. Upon the terms and subject to the conditions of
this Agreement, the Seller shall sell, convey, transfer, assign and deliver to
Buyer one hundred percent (100%) of the issued and outstanding capital stock of
the Company (the “Company Stock”), free and clear of any liens or
encumbrances.
1.2 Closing. The Closing of the
purchase and sale of the Company Stock shall take place on the date hereof, at
the offices of Buyer or such other time and place as the parties may otherwise
agree. The date on which the Closing occurs shall be referred to herein as the
"Closing Date".
1.3 Purchase Price. The purchase
price to be paid by Buyer to the Seller for the Shares shall be thirty million
(30,000,000) shares of common stock of the Buyer (the “Buyer
Stock”).
ARTICLE
II.
As a
material inducement to the Seller to enter into this Agreement and to consummate
the transactions contemplated hereby, Buyer makes the following representations
and warranties:
2.1 Corporate Status. Buyer is a
company duly organized, validly existing and in good standing under the laws of
Florida.
2.2 Corporate Power and Authority.
Buyer has the corporate power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. Buyer has taken all action necessary to
authorize the execution and delivery of this Agreement, the performance of its
obligations hereunder and the consummation of the transactions contemplated
hereby.
2.3 Enforceability. This Agreement
has been duly executed and delivered by Buyer and constitutes the legal, valid
and binding obligation of Buyer, enforceable against Buyer in accordance with
its terms, except as the same may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and general equitable principles regardless of
whether such enforceability is considered in a proceeding at law or in
equity.
2.4 No Violation. The execution
and delivery of this Agreement by Buyer, the performance by Buyer of its
obligations hereunder and the consummation by Buyer of the transactions
contemplated hereby will not (i) contravene any provision of the Articles of
Organization or Operating Agreement of Buyer, (ii) violate or conflict with any
law, statute, ordinance, rule, regulation, decree, writ, injunction, judgment or
order of any Governmental Authority or of any arbitration award which is either
applicable to, binding upon or enforceable against Buyer, (iii) conflict with,
result in any breach of, or constitute a default (with or without the passage of
time or the giving of notice or both) under, or give rise to a right to
terminate, amend, modify, abandon or accelerate, any contract which is
applicable to, binding upon or enforceable against Buyer, or (iv) require the
consent, approval, authorization or permit of, or filing with or notification
to, any governmental authority, any court or tribunal or any other
Person.
ARTICLE
III.
As a
material inducement to Buyer to enter into this Agreement and to consummate the
transactions contemplated hereby, the Seller makes the following representations
and warranties to Buyer:
3.1 Corporate Status. Each of LLFS
and LLFI are duly organized, validly existing and in good standing under the
laws of Michigan, and have the requisite power and authority to own or lease its
properties and to carry on its business as now being conducted. There is no
pending or threatened proceeding for the dissolution, liquidation, insolvency or
rehabilitation of the Company.
3.2 Power and Authority. The
Seller has the power and authority to execute and deliver this Agreement to
perform his obligations hereunder and to consummate the transactions
contemplated hereby. The Seller and the Company have taken all action necessary
to authorize the execution and delivery of this Agreement, the performance of
their obligations hereunder and the consummation of the transactions
contemplated hereby.
3.3 Shareholders of the Company.
As of the date hereof, the Seller is the holder of all issued and outstanding
shares of capital stock of LLFS and LLFI, and Seller owns such shares free and
clear of all liens, restrictions, encumbrances and claims of any
kind.
ARTICLE
IV.
4.1 Further Assurances; Compliance with
Covenants. Each party shall execute and deliver such additional
instruments and other documents and shall take such further actions as may be
necessary or appropriate to effectuate, carry out and comply with all of the
terms of this Agreement and the transactions contemplated
hereby.
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4.2 Other Actions. Each of the
parties hereto shall take all appropriate actions, and do, or cause to be done,
all things necessary, proper or advisable under any applicable laws, regulations
and contracts to consummate and make effective the transactions contemplated
herein, including, without limitation, obtaining all licenses, permits,
consents, approvals, authorizations, qualifications and orders of any
governmental authority and parties to contracts with the Company as are
necessary for the consummation of the transactions contemplated hereby. The
parties also agree to use best efforts to defend all lawsuits or other legal
proceedings challenging this Agreement or the consummation of the transactions
contemplated hereby and to lift or rescind any injunction or restraining order
or other adversely affecting the ability of the parties to consummate the
transactions contemplated hereby.
4.3 Shareholder Vote. The
shareholders of the Seller have consented to the transactions contemplated
hereby.
ARTICLE
V.
5.1 Entire Agreement; No Third Party
Beneficiaries. This Agreement (including the exhibits and schedules
attached hereto) and other documents delivered at the Closing pursuant hereto,
contains the entire understanding of the parties in respect of its subject
matter and supersedes all prior agreements and understandings (oral or written)
between or among the parties.
The parties agree that prior drafts of this Agreement shall not be deemed
to provide any evidence as to the meaning of any provision hereof or the intent
of the parties with respect thereto. The exhibits and schedules constitute a
part hereof as though set forth in full above.
5.2 Expenses. The parties shall
pay their own fees and expenses, including their own counsel fees, incurred in
connection with this Agreement or any transaction contemplated
hereby.
5.3 Amendment; Waiver. This
Agreement may not be modified, amended, supplemented, canceled or discharged,
except by written instrument executed by all parties. No failure to exercise and
no delay in exercising, any right, power or privilege under this Agreement shall
operate as a waiver, nor shall any single or partial exercise of any right,
power or privilege hereunder preclude the exercise of any other right, power or
privilege. No waiver of any breach of any provision shall be deemed to be a
waiver of any preceding or succeeding breach of the same or any other provision,
nor shall any waiver be implied from any course of dealing between the parties.
No extension of time for performance of any obligations or other acts hereunder
or under any other agreement shall be deemed to be an extension of the time for
performance of any other obligations or any other acts. The rights and remedies
of the parties under this Agreement are in addition to all other rights and
remedies, at law or equity that they may have against each other.
5.4 Binding Effect; Assignment.
The rights and obligations of this Agreement shall bind and inure to the
benefit of the parties and their respective successors and assigns. Nothing
expressed or implied herein shall be construed to give any other person any
legal or equitable rights hereunder.
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5.5 Counterparts. This Agreement
may be executed in any number of counterparts, each of which shall be an
original but all of which together shall constitute one and the same instrument.
A telecopy signature of any party shall be considered to have the same binding
legal effect as an original signature.
5.6 Interpretation. When a
reference is made in this Agreement to an article, section, paragraph, clause,
schedule or exhibit, such reference shall be deemed to be to this Agreement
unless otherwise indicated. The headings contained herein and on the schedules
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement or the schedules. Whenever the words "include,"
"includes" or "including" are used in this Agreement, they shall be deemed to be
followed by the words ''without limitation."
5.7 Construction. The parties
agree and acknowledge that they have jointly participated in the negotiation and
drafting of this Agreement. In the event of an ambiguity or question of intent
or interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties and no presumptions or burdens of proof shall arise
favoring any party by virtue of the authorship of any of the provisions of this
Agreement. Any reference to any federal, state, local, or foreign statute or law
shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise. If any party has breached any
representation, warranty, or covenant contained herein in any respect, the fact
that there exists another representation, warranty, or covenant relating to the
same subject matter (regardless of the relative levels of specificity) which the
party has not breached shall not detract from or mitigate the fact that the
party is in breach of the first representation, warranty, or covenant. The mere
listing (or inclusion of copy) of a document or other item shall not be deemed
adequate to disclose an exception to a representation or warranty made herein
(unless the representation or warranty relates solely to the existence of the
document or other items itself).
5.8 Governing Law; Severability.
This Agreement shall be construed in accordance with and governed for all
purposes by the laws of the State of Florida.
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be effective as of the day and year
first above written.
/s/Xxxxxxx
Xxxxxxxxxx
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Xxxxxxx
Xxxxxxxxxx, Chief Executive Officer
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/s/Xxxxxxx
Xxxxxxxxxx
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Xxxxxxx
Xxxxxxxxxx
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